Exhibit 4.3


 





EXECUTION VERSION





	 	 



 





DEUTSCHE MORTGAGE & ASSET RECEIVING
CORPORATION,

Depositor,


 


KEYBANK NATIONAL ASSOCIATION,

Master Servicer,


 


SITUS
HOLDINGS, LLC,

Special Servicer,


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee,


 


Wells
Fargo bank, national association,

Certificate Administrator, Paying Agent and Custodian,


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

Operating Advisor


 





 



 


TRUST
AND SERVICING AGREEMENT

Dated as of November 9, 2021


 





 



 


CAMB 2021-CX2 Mortgage Trust

Commercial Mortgage Pass-Through Certificates 





	 	 


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 





	 	 	 
	ARTICLE I 

DEFINITIONS
	 	 	 
	Section 1.01	Defined Terms	3
	Section 1.02	Certain Calculations	77
	Section 1.03	Certain Constructions	81
	 	 	 
	ARTICLE II 

CONVEYANCE OF the MORTGAGE LOAN;

ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of the Trust Loan; Assignment of Trust Loan Purchase Agreements	82
	Section 2.02	Acceptance by Custodian and the Trustee	88
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase of Trust Loan	90
	Section 2.04	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor	97
	Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Upper-Tier Interests	103
	Section 2.06	Miscellaneous REMIC and Grantor Trust Provisions	104
	Section 2.07	Creation of the Grantor Trust	104
	 	 	 
	ARTICLE III 

ADMINISTRATION AND SERVICING 

OF THE TRUST FUND
	 	 	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Whole Loan	105
	Section 3.02	Liability of the Master Servicer and the Special Servicer When Sub-Servicing	109
	Section 3.03	Collection of Whole Loan Payments	109
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	109
	Section 3.05	Collection Account; Distribution Accounts and Interest Reserve Account	111
	Section 3.06	Permitted Withdrawals from the Collection Account and the Distribution Accounts; Trust Ledger	115
	Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	124
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	126



 



    -ii- 


     


    


 


	Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	130
	Section 3.10	Appraisals; Realization upon Defaulted Mortgage Loan	135
	Section 3.11	Custodian to Cooperate; Release of Mortgage File	142
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	143
	Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	149
	Section 3.14	Access to Certain Documentation	155
	Section 3.15	Title and Management of REO Property and REO Accounts	162
	Section 3.16	Sale of a Specially Serviced Loan or the REO Property	167
	Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	171
	Section 3.18	Authenticating Agent	172
	Section 3.19	Appointment of Custodians	173
	Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	174
	Section 3.21	Property Advances	174
	Section 3.22	Appointment of Special Servicer	178
	Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	181
	Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	186
	Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	187
	Section 3.26	Modification, Waiver, Amendment and Consents	187
	Section 3.27	[Reserved]	189
	Section 3.28	[Reserved]	189
	Section 3.29	[Reserved]	189
	Section 3.30	No Downgrade Confirmation	189
	Section 3.31	Certain Co-Lender Matters Relating to the Whole Loan	191
	Section 3.32	Horizontal Credit Risk Retention	195
	Section 3.33	Resignation Upon Prohibited Credit Risk Retention Affiliation.	195
	 	 	 
	ARTICLE IV 

DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	196
	Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and
    Others	201
	Section 4.03	Compliance with Withholding Requirements	212
	Section 4.01	REMIC Compliance	213
	Section 4.02	Imposition of Tax on the Trust Fund	215
	Section 4.03	Remittances	216
	Section 4.04	P&I Advances and Administrative Advances	216
	Section 4.05	Appraisal Reductions; Collateral Deficiency Amounts	222
	Section 4.06	Grantor Trust Reporting	224



 



    -iii- 


     


    


	 	ARTICLE V 

THE CERTIFICATES	 
	 	 	 
	Section 5.01	The Certificates	225
	Section 5.02	Registration, Transfer and Exchange of Certificates	228
	Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	241
	Section 5.04	Appointment of Paying Agent	241
	Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	241
	Section 5.06	Actions of Certificateholders	242
	Section 5.07	Rule 144A Information	243
	 	 	 
	ARTICLE VI 

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE 

OPERATING ADVISOR AND THE DIRECTING HOLDER
	 	 	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	243
	Section 6.02	Merger or Consolidation of either the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor	243
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer and Others	244
	Section 6.04	Limitation on Resignation of the Master Servicer and the Special Servicer; Termination of the Master Servicer and the Special Servicer	246
	Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	247
	Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	248
	Section 6.07	Selection and Removal of the Directing Holder	248
	Section 6.08	Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders	251
	Section 6.09	Rights and Powers of the Directing Holder	251
	Section 6.10	Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicer	254
	Section 6.11	The Operating Advisor	255
	 	 	 
	ARTICLE VII 

TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events	262
	Section 7.02	Trustee to Act; Appointment of Successor	271
	Section 7.03	Notification to Certificateholders and Other Persons	273
	Section 7.04	Other Remedies of Trustee	273
	Section 7.05	Waiver of Past Servicer Termination Events; Termination	273
	Section 7.06	Trustee as Maker of Advances	274
	 	 	 
	ARTICLE VIII 

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of Trustee and Certificate Administrator	274



 



    -iv- 


     


    


 


	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	277
	Section 8.03	Trustee and Certificate Administrator Not Liable for Certificates or the Trust Loan	280
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	281
	Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	282
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	284
	Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	285
	Section 8.08	Successor Trustee and Certificate Administrator	287
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	288
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	288
	 	 	 
	ARTICLE IX 

TERMINATION
	 	 	 
	Section 9.01	Termination	289
	 	 	 
	ARTICLE X 

MISCELLANEOUS PROVISIONS
	 	 	 
	Section 10.01	Counterparts	294
	Section 10.02	Limitation on Rights of Certificateholders	295
	Section 10.03	Governing Law	296
	Section 10.04	Waiver of Jury Trial; Consent to Jurisdiction	296
	Section 10.05	Notices	296
	Section 10.06	Severability of Provisions	301
	Section 10.07	Notice to the Depositor and Each Rating Agency	301
	Section 10.08	Amendment	303
	Section 10.09	Confirmation of Intent	307
	Section 10.10	No Intended Third-Party Beneficiaries	307
	Section 10.11	Entire Agreement	308
	Section 10.12	Third Party Beneficiaries	308
	 	 	 
	ARTICLE XI 

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	308
	Section 11.02	Succession; Sub-Servicers; Subcontractors	309
	Section 11.03	Other Securitization Trust’s Filing Obligations	311
	Section 11.04	Form 10-D Disclosure	311
	Section 11.05	Form 10-K Disclosure	311
	Section 11.06	Form 8-K Disclosure	312
	Section 11.07	Annual Compliance Statements	312
	Section 11.08	Annual Reports on Assessment of Compliance with Servicing Criteria	313
	Section 11.09	Annual Independent Public Accountants’ Servicing Report	315
	Section 11.10	Significant Obligor	316
	Section 11.11	Sarbanes-Oxley Backup Certification	317



 



    -v- 


     


    


 


	Section 11.12	Indemnification	318
	Section 11.13	Amendments	321
	Section 11.14	Termination of the Certificate Administrator	321
	Section 11.15	Termination of Sub-Servicing Agreements	321
	Section 11.16	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	322


 


TABLE OF SCHEDULES


 


	Schedule I	Servicing Criteria to Be Addressed in Assessment of Compliance
	Schedule II	Initial Companion Loan Holders


TABLE OF EXHIBITS


 


	Exhibit A -1	Form of Class A Certificate
	Exhibit A-2	Form of Class X Certificate
	Exhibit A-3	Form of Class B Certificate
	Exhibit A-4	Form of Class C Certificate
	Exhibit A-5	Form of Class D Certificate
	Exhibit A-6	Form of Class HRR Certificate
	Exhibit A-7	Form of Class S Certificate
	Exhibit A-8	Form of Class LR Certificate
	Exhibit A-9	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C -1	Form of Transferee Affidavit
	Exhibit C -2	Form of Transferor Certificate
	Exhibit C -3	Form of Transferee Certificate for Transfer of Risk Retained Certificates
	Exhibit C -4	Form of Transferor Certificate for Transfer of Risk Retained Certificates
	Exhibit D -1	Form of Investment Representation Letter
	Exhibit D -2	Form of ERISA Representation Letter
	Exhibit E	Form of Request for Release
	Exhibit F	Securities Legend
	Exhibit G	Form of Regulation S Transfer Certificate
	Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global
    Certificate during the Restricted Period
	Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global
    Certificate after the Restricted Period
	Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global
    Certificate
	Exhibit K	Form of Distribution Date Statement
	Exhibit L-1-A	Form of Investor Certification for Non-Borrower Related Parties
	Exhibit L-1-B	Form of Investor Certification for Borrower Related Parties
	Exhibit L-1-C	Form of Certification of the Directing Holder
	Exhibit L-1-D	Form of Notice of Conflicted Controlling Class Holder Who Becomes a Borrower Related Party
	Exhibit L-2	Form of Investor Certification to Exercise Voting Rights
	Exhibit L-3	Form of Online Vendor Certification



 



    -vi- 


     


    


 


	Exhibit L-4	Form of CREFC® Certification
	Exhibit M	Form of Notification from Custodian
	Exhibit N -1	Form of Closing Date Custodian Certification
	Exhibit N -2	Form of Post-Closing Custodian Certification
	Exhibit O	Form of NRSRO Certification
	Exhibit P-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit P-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit Q	Form of Power of Attorney to the Master Servicer and Special Servicer
	Exhibit R	[Reserved]
	Exhibit S	Form of Operating Advisor Annual Report
	Exhibit T	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit U	[Reserved]
	Exhibit V	Form of Certificate Administrator Receipt of Class HRR Certificates
	Exhibit W	Additional Form 10-D Disclosure
	Exhibit X	Additional Form 10-K Disclosure
	Exhibit Y	Form 8-K Disclosure Information
	Exhibit Z	Additional Disclosure Notification
	Exhibit AA	Initial Sub-Servicers
	Exhibit BB	Form of Backup Certification
	Exhibit CC	Form of Companion Loan Holder Certification



 



    -vii- 


     


    




 



Trust and Servicing Agreement,
dated as of November 9, 2021, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, KeyBank National Association,
as Master Servicer, Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank,
National Association, as Certificate Administrator, as Paying Agent and as Custodian, and Park Bridge Lender Services LLC, as Operating
Advisor.


 


PRELIMINARY STATEMENT:


 


(Terms used but not defined in this Preliminary
Statement shall have

the meanings specified in Article I hereof)


 


The Depositor intends
to sell pass-through certificates to be issued hereunder in multiple Classes which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund consisting primarily of the Trust Loan.


 


The Trust Fund will consist
of two REMICs, the “Lower-Tier REMIC” and the “Upper-Tier REMIC.” The Lower-Tier REMIC will hold the Trust
Loan and certain other related assets subject to this Agreement (exclusive of Excess Interest and the proceeds thereof in the Excess
Interest Distribution Account), and will issue (i) the Lower-Tier Regular Interests set forth in the table below (the “Lower-Tier
Regular Interests”), as classes of “regular interests” in the Lower-Tier REMIC and (ii) the Class LR
Certificates, as the sole class of residual interests in the Lower-Tier REMIC.


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue (i) the Class
A, Class X, Class B, Class C, Class D and Class HRR Certificates, each of which is a “regular interests”
in the Upper-Tier REMIC and (ii) the Class R Certificates, as the sole class of residual interests in the Upper-Tier REMIC.


 


In addition, the parties
intend that the portions of the Trust Fund consisting of Excess Interest and distributions thereon, shall be treated as a grantor
trust under subpart E, part I of subchapter J of the Code for federal income tax purposes (the “Grantor
Trust”). As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure
that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income
tax law and not be treated as part of the Trust REMICs. The Class S Certificates shall represent undivided beneficial interests
in the Grantor Trust as described herein.


 


The following table sets
forth the designation and Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the
Class R and Class LR Certificates) (collectively, the “Corresponding Certificates”), and the corresponding
Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”) and the Corresponding Component
of the Class X Certificates (the “Corresponding Component”) for each Class of Corresponding Certificates and
each Corresponding Lower-Tier Regular Interest.


 






     


     


    

 


	Class
    of
 Certificates	 	Certificate
    Balance or Notional Amount	 	Corresponding
                                         Lower-Tier Regular Interests(1) 
	 	Lower-Tier
    

Principal Balance	 	Corresponding
    Component
	Class
    A 	 	$	200,690,000.00	 	 	LA	 	$	200,690,000.00	 	 	XA
	Class
    X 	 	$	200,690,000.00	 	 	LA	 	 	N/A	 	 	N/A
	Class
    B 	 	$	57,945,000.00	 	 	LB	 	$	57,945,000.00	 	 	N/A
	Class
    C 	 	$	258,191,000.00	 	 	LC	 	$	258,191,000.00	 	 	N/A
	Class
    D 	 	$	138,174,000.00	 	 	LD	 	$	138,174,000.00	 	 	N/A
	Class
    HRR 	 	$	41,000,000.00	 	 	LHRR	 	$	41,000,000.00	 	 	N/A



 


 






		(1)	The
                                         Lower-Tier Regular Interest and the Component of the Class X Certificates that correspond
                                         to any particular Class of Certificates also correspond to each other and, accordingly,
                                         constitute the (i) “Corresponding Lower-Tier Regular Interest” and
                                         (ii) “Corresponding Component” respectively, with respect to each
                                         other. The Component Notional Amount for each such Corresponding Component of the Class
                                         X Certificates shall at all times equal the then Lower-Tier Principal Balance of the
                                         Corresponding Lower-Tier Regular Interest.



 


The initial Certificate
Balance of each of the Class R and Class LR Certificates is zero. Additionally, the Class R and Class LR Certificates
do not have a Notional Amount. The Certificate Balance of any Class of Certificates outstanding at any time represents the maximum
amount which holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Trust Loan
and the other assets in the Trust Fund; provided, however, that in the event that amounts previously allocated as
Realized Losses to a Class of Certificates in reduction of the Certificate Balance thereof are subsequently recovered (including,
without limitation, after the reduction of the Certificate Balance of such Class to zero), such Class may receive distributions
in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this Agreement.


 


The foregoing REMIC structure
is intended to cause all of the cash from the Trust Loan to flow through to the Upper-Tier REMIC as cash flow on the Upper-Tier
REMIC regular interests, without creating any shortfall, actual or potential (other than for credit losses), to any REMIC regular
interests. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity
shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result
and will, to the extent necessary, rectify any drafting errors or seek clarification to the structure without Certificateholder
approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments
in accordance with Section 10.08.


 


As of the Cut-off Date,
the Trust Loan has a Stated Principal Balance equal to approximately $696,000,000.


 


In consideration of the
mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor and the other parties hereto hereby agree as follows:


 






    -2- 


     


    

 







ARTICLE I

DEFINITIONS

 

Section 1.01    Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.

 

“17g-5 Information Provider”: The Certificate Administrator.

 

“17g-5 Information Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at www.ctslink.com, under the “NRSRO” tab of the respective transaction, access to which is limited to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.

 

“30/360 Basis”: The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.

 

“3650 Cal Bridge”: 3650 Cal Bridge Lending, LLC, and its successors in interest.

 

“3650 Cal Bridge Indemnification Agreement”: The agreement dated as of the Pricing Date, among 3650 Cal Bridge, the Depositor and the Initial Purchasers.

 

“3650 Cal Bridge Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Pricing Date, between 3650 Cal Bridge and the Depositor.

 

“AB Modified Loan”: Any Corrected Mortgage Loan (1) that became a Corrected Mortgage Loan due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Trust Loan and (2) as to which an Appraisal Reduction Amount is not in effect.

 

“Acceptable Insurance Default”: With respect to the Whole Loan, any Default arising when the Loan Documents require that the Borrowers must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with the Servicing Standard, that either (i) such insurance is not available at commercially reasonable rates and the subject hazards are not at the time commonly insured against for properties similar to the Mortgaged Properties and located in or around the geographic region in which the Mortgaged Properties are located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant (such expense to be advanced as a Property Advance).

 

“Accrued AB Loan Interest”: With respect to any AB Modified Loan and any date of determination, accrued and unpaid interest that remains unpaid with respect to the new junior note(s) of such AB Modified Loan.

 




-3-



 



 

“Act”: The Securities Act of 1933, as it may be amended from time to time.

 

“Actual/360 Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other applicable accrual period) in a year assumed to consist of 360 days.

 

“Additional Disclosure Notification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit Z.

 

“Additional Form 10-D Disclosure”: The information described in the Form 10-D items set forth under the “Item on Form 10-D” column on Exhibit W hereto.

 

“Additional Form 10-K Disclosure”: The information described in the Form 10-K items set forth under the “Item on Form 10-K” column on Exhibit X hereto.

 

“Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Loan Sellers or the Initial Purchasers (other than an Affiliate of any such party acting in the capacity of a Sub-Servicer), that Services the Trust Loan, and each Person, other than the Special Servicer, who is not an Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Trust Loan Sellers or the Initial Purchasers, who Services 10% or more of the Trust Loan (based on its Stated Principal Balance).

 

“Additional Trust Fund Expense”: Any extraordinary expense incurred with respect to the Trust Fund (including interest on Advances (to the extent such amounts cannot be paid from Default Interest or late payment fees on the Whole Loan), Special Servicing Fees, Liquidation Fees and Workout Fees) and not otherwise treated as a Realized Loss that would result in the Holders of any Class of Regular Certificates receiving less than the full amount of principal and/or the Interest Distribution Amount to which they are entitled on any Distribution Date. Expenses incurred as a result of the exercise of the Master Servicer or Special Servicer, as applicable, of any right granted under the Loan Documents to obtain terrorism insurance in the event that the Borrowers (i) are not required to purchase such terrorism insurance or (ii) are only required to purchase terrorism insurance up to a cap shall be an Additional Trust Fund Expense.

 

“Administrative Advance”: As defined in Section 4.07(c) of this Agreement.

 

“Administrative Fee Rate”: The percentage rate per annum equal to the sum of (i) the Servicing Fee Rate, (ii) the Trustee/Certificate Administrator Fee Rate, (iii) the CREFC® License Fee Rate and (iv) the Operating Advisor Fee Rate. The Administrative Fee Rate is equal to 0.0208% per annum and accrues on the same basis as interest accrues on the Whole Loan.

 

“Advance”: Any P&I Advance, Property Advance or Administrative Advance.

 

“Advance Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances, Property Advances and Administrative Advances for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of interest previously paid on such Advance; provided that

 




-4-



 



 

if, during any Collection Period in which an Advance was made, the Borrowers make a payment of an amount in respect of which such Advance was made with interest at the Default Rate or a late payment fee, the Advance Interest Amount payable to the Master Servicer or the Trustee shall be paid first, from Default Interest and late payment fees in the manner set forth in Section 9(d) of the Co-Lender Agreement, and then, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from such amounts from other amounts on deposit in the Collection Account.

 

“Advance Rate”: A per annum rate equal to the greater of (i) 2% and (ii) the Prime Rate. Interest at the Advance Rate will accrue from (and including) the date on which the related Advance is made or the related expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Trust Loan as to which such Advances were made or servicing expenses incurred or the first Servicer Remittance Date after a determination of non-recoverability, as the case may be, is made; provided that such interest at the Advance Rate will continue to accrue to the extent funds are not available in the Collection Account for such reimbursement of such Advance.

 

“Adverse REMIC Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as 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 upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code 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 from foreclosure property”).

 

“Affected Reporting Party”: As defined in Section 11.12 of this Agreement.

 

“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor to determine whether any Person is an Affiliate of such party.

 

“Affiliated Person”: Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or an affiliate, as defined in Rule 405 of the Act, of such Person.

 

“Agent Member”: Members of, or Depository Participants in, the Depository.

 

“Agreement”: This Trust and Servicing Agreement and all amendments hereof and supplements hereto.

 

“Annual Budget”: As defined in the Loan Agreement.

 

“Anticipated Final Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

 




-5-



 



 

“Anticipated Repayment Date”: November 6, 2031.

 

“Applicable DBRS Morningstar Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated at least “R1 (middle)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs) or the long-term debt obligations of which are rated at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs) and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “R1 (middle)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs) or the long-term obligations of which are rated at least “AA(low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least two NRSROs).

 

“Applicable Fitch Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch.

 

“Applicable Moody’s Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of 3 months or less, but more than 30 days, the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of 6 months or less, but more than 3 months, the short term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated at least “Aa3” by Moody’s, and (D) in the case of such investments with maturities of more than 6 months, the short-term obligations of which are rated in the highest short term rating category by Moody’s or the long-term obligations of which are rated at least “Aaa” by Moody’s.

 

“Applicable Procedures”: As defined in Section 5.02(c)(ii)(A) of this Agreement.

 

“Applicable State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State of New York and (b) such state or local tax laws whose applicability shall have been brought to the attention of the Certificate Administrator by either (i) an opinion of counsel delivered to it or (ii) written notice from the appropriate taxing authority as to the applicability of such state or local tax laws.

 

“Appraisal”: With respect to each Mortgaged Property, an appraisal prepared by an Independent MAI appraiser with at least five years of experience in appraising properties of like kind, similar size, quality and condition and in the same area.

 




-6-



 



 

“Appraisal Reduction Amount”: For any Distribution Date as to which an Appraisal Reduction Event has occurred, an amount calculated by the Master Servicer by the first Determination Date that is at least ten (10) Business Days following the date the Master Servicer receives from the Special Servicer the required Appraisal (and thereafter by the first Determination Date following any change in the amounts set forth in the following equation) and receipt of any additional relevant information from the Special Servicer equal to the excess, if any, of (a) the sum of (without duplication) (i) the Stated Principal Balance of the Whole Loan, plus (ii) to the extent not previously advanced by the Master Servicer, the Trustee, the Other Master Servicer or the Other Trustee, all unpaid interest on the Whole Loan at a per annum rate equal to the Whole Loan Rate, plus (iii) all unreimbursed Advances, and all unpaid interest on Advances at the Advance Rate in respect of the Trust Loan or the Companion Loan, plus (iv) any other unpaid Additional Trust Fund Expenses of the Issuing Entity and all unreimbursed monthly debt service advances made by the master servicer or the trustee under any Companion Loan securitization and interest thereon in respect of the Whole Loan, plus (v) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows and reserves therefor) and all other amounts (excluding principal, Default Interest, late charges, penalty charges, exit fees, Prepayment Charges and any similar amounts) due and unpaid with respect to the Whole Loan (which taxes, premiums (net of any escrows and reserves therefor) and other amounts that have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable), over (b) the sum of (without duplication) (i) 90% of the appraised value (net of any prior mortgage liens) of the Mortgaged Properties as determined by an Updated Appraisal obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as a Property Advance) minus, solely for purposes of determining the amount by which P&I Advances or monthly debt service advances under any Companion Loan securitization made by the Master Servicer or Other Master Servicer with respect to the Trust Loan or the Companion Loan, as applicable, is to be reduced, any downward adjustments the Special Servicer deems appropriate in accordance with the applicable Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate, plus (ii) all escrows, letters of credit and reserves (other than escrows and reserves for taxes, ground rents, assessments and insurance), plus (iii) all insurance and casualty proceeds and condemnation awards that constitute collateral for the Whole Loan (whether paid or then payable by any insurance company or government authority); provided, that the Appraisal Reduction Amount shall be reduced to zero as of the date the Whole Loan becomes a Corrected Mortgage Loan; provided, further, that without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal or an Updated Appraisal, as applicable, referred to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event), solely for purposes of determining the amount by which P&I Advances or monthly debt service advances under any Companion Loan securitization made by the Master Servicer or Other Master Servicer with respect to the Trust Loan or the Companion Loan, as applicable, are to be reduced (and not for the purpose of determining whether a Subordinate Control Period or Subordinate Consultation Period has occurred and is continuing or for reducing the Voting Rights of Certificateholders), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the Whole Loan until such time as such Updated Appraisal referred to above is received and the Appraisal Reduction Amount is calculated (an “Assumed Appraisal Reduction Amount”).

 




-7-



 



 

Notwithstanding anything herein to the contrary, the aggregate Appraisal Reduction Amount related to the Whole Loan or the REO Property will be reduced to zero as of the date the Whole Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund. In addition, to the extent an Appraisal Reduction Event has occurred, the Whole Loan shall no longer be subject to the Appraisal Reduction Amount if (a) the Whole Loan has become a Corrected Whole Loan (if a Servicing Transfer Event had occurred with respect to the Whole Loan) or (b) an Updated Appraisal is obtained and after giving effect thereto, no Appraisal Reduction Amount exists; provided that in case of either of clause (a) or (b), no other Appraisal Reduction Event has occurred and is continuing. The Trust Loan and the Companion Loan shall be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage loans that comprise such Whole Loan. Any Appraisal Reduction Amount in respect of the Whole Loan shall be allocated first, to the Junior Notes up to the full outstanding principal balances thereof, pro rata, and second, to the Senior Notes up to the full outstanding principal balances thereof, pro rata.

 

“Appraisal Reduction Event”: With respect to the Whole Loan, on the earliest of the following (i) the date on which the Whole Loan becomes a Modified Whole Loan, (ii) the 90th day following the occurrence of any uncured Delinquency in Monthly Payments, (iii) receipt of notice that a Borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of the Mortgaged Properties or the 60th day after a Borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of the Mortgaged Properties, (iv) the date on which the Mortgaged Properties become an REO Property and (v) a payment default shall have occurred with respect to the related Balloon Payment; provided, however, that for purposes of clause (v) above, if (a) such Borrower is diligently seeking a refinancing commitment or sale of the related Mortgaged Properties (and delivers a statement to that effect to the Master Servicer within 30 days after the default, which shall promptly deliver a copy to the Special Servicer), (b) such Borrower continues to make the Assumed Scheduled Payment and (c) no other Appraisal Reduction Event has occurred with respect to the Whole Loan, then an Appraisal Reduction Event will not occur until 60 days beyond the Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement; and provided, further, that if the Borrowers have delivered to the Master Servicer (which shall promptly deliver a copy to the Special Servicer) on or before the 60th day after the Maturity Date, a refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document, in each case from a lender reasonably acceptable to the Master Servicer, or a signed purchase agreement reasonably acceptable to the Master Servicer, and the Borrowers continue to make the Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to the Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of such refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document. The Special Servicer shall notify the Master Servicer promptly upon the occurrence of any of the foregoing events if the Whole Loan is a Specially Serviced Loan.

 

“Asset Status Report”: As defined in Section 3.23(e) of this Agreement.

 

“Assignment of Leases and Rents”: With respect to the Mortgaged Properties, any assignment of leases and rents or similar agreement executed by the Borrowers, assigning to the

 




-8-



 



 

mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of a Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.

 

“Assignment of Management Agreement”: As defined in the Loan Agreement.

 

“Assignment of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the Mortgaged Properties are located to reflect of record the sale of the Mortgage.

 

“Assumed Scheduled Payment”: If the Trust Loan is delinquent in respect of its Balloon Payment (including any REO Loan), an amount equal to the sum of (a) the principal portion, if any, of the Monthly Payment that would have been due on the Trust Loan on the related Due Date (or portion thereof not received), based on the constant payment required by the Trust Notes or, if applicable, the amortization or payment schedule thereof (as calculated with interest at the Trust Loan Rate), assuming such Balloon Payment had not become due, after giving effect to any prior modification, and (b) interest at the Trust Loan Rate (excluding any Excess Interest) minus the applicable Servicing Fee Rate.

 

“Assumption Fees”: Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer in connection with an assumption of the Whole Loan or related substitution of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the Loan Documents or under the provisions of this Agreement).

 

“Authenticating Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18 of this Agreement.

 

“Available Funds”: For any Distribution Date the sum of (i) all previously undistributed Monthly Payments or other receipts on account of principal and interest on or in respect of the Trust Loan (including Unscheduled Payments and Net REO Proceeds, if any, transferred from an REO Account pursuant to Section 3.15(b) of this Agreement) received by or on behalf of the Master Servicer in the Collection Period relating to such Distribution Date, (ii) all P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of the Trust Loan as of such Distribution Date, (iii) all other amounts received by the Master Servicer in the Collection Period and required to be deposited in the Collection Account by the Master Servicer pursuant to Section 3.05 of this Agreement, (iv) without duplication, any late Monthly Payments on the Trust Loan received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date, (v) any Master Servicer Prepayment Interest Shortfall Amount remitted by the Master Servicer to the Collection Account, and (vi) with respect to the Distribution Date in March of each calendar year (or February if the final Distribution Date occurs in such month), the Withheld Amounts then on deposit in the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05 of this Agreement; but excluding (without duplication) the following (in no order of priority):

 




-9-



 



 

(a)       all amounts permitted to be used to reimburse the Master Servicer or the Trustee, as applicable, for previously unreimbursed Advances and interest thereon as described in Section 3.06 of this Agreement;

 

(b)       the aggregate amount of the Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee, the CREFC® License Fee, the Special Servicing Fee, fees for primary servicing functions, Prepayment Interest Excess (net of any Prepayment Interest Shortfall), Net Default Interest, late payment fees (to the extent not applied to the reimbursement of Advance Interest Amounts and/or Additional Trust Fund Expenses as provided in Section 3.06 of this Agreement), Workout Fees, Liquidation Fees, Assumption Fees, Modification Fees, loan service transaction fees, Permitted Special Servicer/Affiliate Fees, defeasance fees, demand fees, beneficiary statement charges and similar fees on the Trust Loan payable to the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, together with interest on Advances to the extent provided herein, and reinvestment earnings on payments received for the Trust Loan (in the case of all of the foregoing, which the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is entitled to retain as Servicing Compensation, Special Servicing Compensation or other compensation, as applicable, and is allocable to the Trust Loan), in each case in respect of such Distribution Date;

 

(c)       to pay the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the Borrowers )

 

(d)       all amounts representing scheduled Monthly Payments on the Trust Loan due after the related Due Date;

 

(e)       to the extent permitted hereunder, that portion of Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds with respect to the Trust Loan which represents any unpaid Servicing Fee, Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator Fee, the Operating Advisor Fee and CREFC® License Fee, to which the Master Servicer, the Special Servicer, any Sub-Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and/or CREFC®, as the case may be, are entitled and is allocable to the Trust Loan;

 

(f)       all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator (in all of its capacities under this Agreement), the Custodian or the Trustee and other amounts permitted to be retained by the Master Servicer or withdrawn by the Master Servicer from the Collection Account to the extent expressly set forth in this Agreement (including, without limitation, as provided in Section 3.06 of this Agreement and including any indemnities provided for herein), including interest thereon as expressly provided in this Agreement (to the extent allocable to the Trust Loan);

 

(g)       any interest or investment income on funds on deposit in the Collection Account or any interest on Permitted Investments in which such funds may be invested;

 




-10-



 



 

(h)       all amounts received with respect to the Trust Loan if previously purchased or repurchased from the Trust Fund pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement or the Trust Loan Purchase Agreements or any mezzanine loan intercreditor agreement during the related Collection Period and subsequent to the date as of when the Trust Loan was purchased or repurchased;

 

(i)        the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;

 

(j)        Excess Interest;

 

(k)       Prepayment Charges; and

 

(l)        with respect to the Distribution Date occurring in (A) January of each calendar year that is not a leap year and (B) February of each calendar year, in each case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts deposited into the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05(f) of this Agreement.

 

For the avoidance of doubt, Available Funds will not include any amounts allocable to the Companion Loan under the Co-Lender Agreement.

 

“Balloon Payment”: With respect to the Trust Loan or Whole Loan, as applicable, the scheduled payment of principal due on the Maturity Date (less, principal included in the applicable amortization schedule or scheduled Monthly Payment).

 

“BANA”: Bank of America, N.A., and its successors in interest.

 

“BANA Indemnification Agreement”: The agreement dated as of the Pricing Date, among BANA, the Depositor and the Initial Purchasers.

 

“BANA Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Pricing Date, between BANA and the Depositor.

 

“Base Interest Fraction”: With respect to any Principal Prepayment on the Trust Loan and for:

 

(A)      any of the Class A, Class B, Class C and Class D Certificates with a Pass-Through Rate equal to either the Net Mortgage Rate or the Net Mortgage Rate less a specified rate shall be a fraction (not greater than one) (a) the numerator of which is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates, exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Charges with respect to such Principal Prepayment and (b) the denominator of which is the amount, if any, by which (i) the Net Mortgage Rate exceeds (ii) the Discount Rate (as provided by the Master Servicer) used in calculating the Prepayment Charges with respect to such Principal Prepayment; provided that if such Discount Rate is greater than or equal to the Net Mortgage Rate, then the

 




-11-



 



 

Base Interest Fraction shall be zero; provided, further, that if such yield rate is greater than or equal to the Net Mortgage Rate, but less than the Pass-Through Rate described in clause (a)(i) above, then the Base Interest Fraction shall be one; and

 

(B)      any
of the Class A, Class B, Class C and Class D Certificates with a Pass-Through Rate equal to a fixed per annum rate, shall
be a fraction (not greater than one) (a) the numerator of which is the greater of zero and the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates, exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating
the Prepayment Charges with respect to such Principal Prepayment and (b) the denominator of which is the amount, if any, by which
(i) the Trust Loan Rate (net of the Administrative Fee Rate) multiplied by 365/360 exceeds (ii) the Discount Rate (as provided
by the Master Servicer) used in calculating the Prepayment Charges with respect to such Principal Prepayment; provided
that if such Discount Rate is greater than or equal to the amount set forth in clause (b)(i) above, then the Base Interest Fraction
shall be zero; provided, further, that if such yield rate is greater than or equal to the amount set forth in clause
(b)(i) above, but less than the Pass-Through Rate described in clause (a)(i) above, then the Base Interest Fraction shall be one. 

To the extent that the “yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer is not provided in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to the yield, on the U.S. Treasury primary issue with a maturity date closest to the Maturity Date for the Trust Loan. If there are: (a) two or more U.S. Treasury issues with the same coupon the issue with the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the Maturity Date for the Trust Loan, the issue with an earlier maturity date shall be selected.

 

“Beneficial Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository) with respect to such Classes. Each of the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person executes an Investor Certification.

 

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee.

 

“Borrowers”: DW Propco G, LLC and DW Propco H, LLC, each a Delaware limited liability company (or the respective successor in interest to the foregoing under the Loan Agreement).

 

“Borrower Accounts”: As defined in Section 3.07(a) of this Agreement.

 

“Borrower Related Party”: Any of (a) the Borrowers, the Borrower Sponsor, any guarantor, a Manager or a Restricted Holder, (b) any other Person controlling or controlled by or under common control with the Borrowers, the Borrower Sponsor, any guarantor, a Manager or a Restricted Holder, as applicable, or (c) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in the Borrowers, the Borrower Sponsor, any guarantor, a Manager

 




-12-



 



 

or a Restricted Holder, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing. As of the Closing Date, 3650 Cal Bridge Cambridge Crossing LLC is a Borrower Related Party and will remain a Borrower Related Party until such time it no longer satisfies the conditions of clauses (b) and (c) above.

 

“Borrower Sponsor”: Divco Real Estate Services, LLC, a Delaware limited liability company, the California State Teachers Retirement System, a public pension fund and Teacher Retirement System of Texas, a public pension fund, collectively.

 

“Breach”: As defined in Section 2.03(e) of this Agreement.

 

“Business Day”: Any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New York or any of the jurisdictions in which any of the respective primary servicing or corporate offices of either the Master Servicer or Special Servicer, the Corporate Trust Office of either the Certificate Administrator or the Trustee or the primary corporate office of any financial institution holding the Collection Account or other trust administration accounts are located, or (iii) a day on which the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.

 

“Calculation Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payment on the Trust Loan or Whole Loan or sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrower on similar non-defaulted debt of the Borrowers as of such date of determination, (2) the Trust Loan Rate or Whole Loan Rate, as applicable, and (3) the yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or Updated Appraisal).

 

“Cash Collateral Account”: Any account or accounts created pursuant to a Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders and the Companion Loan Holders, as successor to the Trust Loan Sellers. Any Cash Collateral Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the Loan Agreement and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon in accordance with the terms of the Loan Agreement. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the Collection Account. To the extent not inconsistent with the terms of the related Loan Documents, the Cash Collateral Account shall be an Eligible Account.

 




-13-



 



 

“Cash Collateral Account Agreement”: The cash collateral account agreement between the Originators and the Borrowers, pursuant to which the Cash Collateral Account, if any, may have been established.

 

“Cash Management Agreement”: As defined in the Loan Agreement.

 

“Certificate”: Any Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R or Class LR Certificate issued, authenticated and delivered hereunder.

 

“Certificate Administrator”: Wells Fargo Bank, National Association, a national banking association, in its capacity as Certificate Administrator, or its successor in interest, or any successor certificate administrator appointed as herein provided. Wells Fargo Bank, National Association will perform the certificate administrator role through its Corporate Trust Services division (including, as applicable, any agents or affiliates utilized thereby).

 

“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.

 

“Certificate Balance”: With respect to any Class of Principal Balance Certificates (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement and (b) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates on the Distribution Date immediately prior to such date of determination less any distributions allocable to principal and any allocations of Realized Losses made thereon on such prior Distribution Date.

 

“Certificate Custodian”: Initially, the Certificate Administrator performing its duties hereunder through its Document Custody division; thereafter, any other Certificate Custodian acceptable to the Depository and selected by the Certificate Administrator.

 

“Certificate Interest Accrual Period”: With respect to any Class of Certificates and any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

 

“Certificate Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.02 of this Agreement.

 

“Certificateholder”: The Person whose name a Certificate is registered in the Certificate Register, subject to the following:

 

(a)       except as provided in clauses (b) and (d), solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by (x) the Depositor, the Master Servicer, the Special Servicer (in its individual capacity), the Operating Advisor, the Certificate Administrator, the Trustee (in its individual capacity) or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any of the foregoing parties or (y) any Borrower Related Party, shall be deemed not to be outstanding and the Voting Rights to which it is entitled

 




-14-



 



 

shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained;

 

(b)       for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate thereof shall be deemed to be outstanding for all purposes if such amendment does not relate to the increase in compensation or material reduction in obligations of the Master Servicer or the Special Servicer in any material respect, provided that if such amendment does relate to such matters, such Certificates shall be deemed not to be outstanding with respect to such matters;

 

(c)       for purposes of obtaining the consent of Certificateholders (other than the Controlling Class Certificateholders or the Directing Holder) to any action proposed to be taken by the Special Servicer with respect to the Whole Loan, any Certificates beneficially owned by the Special Servicer or an Affiliate thereof shall be deemed not to be outstanding; and

 

(d)       for purposes of providing or distributing any reports, statements or other information required or permitted to be provided to a Certificateholder hereunder, a Certificateholder shall include any Beneficial Owner, or (subject to the execution of an Investor Certification) any Person identified by a Beneficial Owner as a prospective transferee of a Certificate beneficially owned by such Beneficial Owner, but only if the Certificate Administrator or another party hereto furnishing such report, statement or information has been provided with the name of the Beneficial Owner of the related Certificate or the Person identified as a prospective transferee thereof.

 

Notwithstanding anything to the contrary in this paragraph, the limitations set forth in the foregoing clauses (a), (b), (c) and (d) shall not be construed so as to limit or prevent a Controlling Class Certificateholder or the Directing Holder, solely based on it being an Affiliate of the Special Servicer, from exercising any appointment, consent, consultation or any other rights (including, without limitation, Voting Rights) it may have under this Agreement solely in its capacity as Controlling Class Certificateholder or Directing Holder (unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing Holder is a Borrower Related Party).

 

For purposes of the foregoing, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Trustee, the Paying Agent or other such Person may rely, without limitation, on a Depository Participant listing from the Depository or statements furnished by a Person that on their face appear to be statements from a Depository Participant to such Person indicating that such Person beneficially owns Certificates.

 

“Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 3.22(b) (other than at the recommendation of the Operating Advisor), the holders of Principal Balance Certificates evidencing at least 66-2⁄3% of the aggregate Voting Rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan to notionally reduce the Certificate Balances of the Principal Balance Certificates) of all Principal Balance Certificates on an aggregate basis.

 




-15-



 



 

“Certifying Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Certificate Administrator with an executed Investor Certification.

 

“Certifying Person”: As defined in Section 11.11 of this Agreement.

 

“Certifying Servicer”: As defined in Section 3.27 of this Agreement.

 

“Class”: All of the Certificates bearing the same alphabetical or alphanumeric Class designation or each separately designated Lower-Tier Regular Interest.

 

“Class A Certificate”: Any one of the Certificates with a “Class A” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement.

 

“Class A Pass-Through Rate”: A per annum rate equal to 2.700% for the related Distribution Date.

 

“Class B Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-3 to this Agreement.

 

“Class B Pass-Through Rate”: A per annum rate equal to the Net Mortgage Rate for the related Distribution Date.

 

“Class C Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-4 to this Agreement.

 

“Class C Pass-Through Rate”: A per annum rate equal to the Net Mortgage Rate for the related Distribution Date.

 

“Class D Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-5 to this Agreement.

 

“Class D Pass-Through Rate”: A per annum rate equal to the Net Mortgage Rate for the related Distribution Date.

 

“Class HRR Certificate”: Any one of the Certificates with a “Class HRR” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-6 to this Agreement.

 

“Class HRR Pass-Through Rate”: A per annum rate equal to the Net Mortgage Rate for the related Distribution Date.

 

“Class Interest Shortfall”: With respect to any Distribution Date (subsequent to the initial Distribution Date) for any Class of Regular Certificates, the excess, if any, of (i) the Interest

 




-16-



 



 

Distribution Amount and any Class Interest Shortfall for such Class of Regular Certificates for the immediately preceding Distribution Date over (ii) all distributions of interest made on such Class of Regular Certificates on the immediately preceding Distribution Date. No interest shall accrue on any Class Interest Shortfall. The Class Interest Shortfall for each Class of Regular Certificates for the initial Distribution Date shall be zero.

 

“Class LA Interest”, “Class LB Interest”, “Class LC Interest”, “Class LD Interest” and “Class LHRR Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.

 

“Class LR Certificate”: Any one of the Certificates with a “Class LR” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-8 to this Agreement. The Class LR Certificates have no Pass-Through Rate, Certificate Balance.

 

“Class R Certificate”: Any one of the Certificates with a “Class R” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-9 to this Agreement. The Class R Certificates have no Pass-Through Rate or Certificate Balance.

 

“Class S Certificates”: Any one of the Certificates with a “Class S” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-7 to this Agreement.

 

“Class X Certificates”: Any one of the Certificates with a “Class X” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-2 to this Agreement.

 

“Class X Component”: Component XA.

 

“Class X Notional Amount”: As of any date of determination, the then Component Notional Amount of the Class X Component.

 

“Class X Pass-Through Rate”: With respect to any Distribution Date, a variable rate per annum equal to the Class X Strip Rate for the Class X Component for such Distribution Date (adjusted to accrue, if necessary, on a 30/360 Basis). The Class X Pass-Through Rate for the initial Distribution Date is approximately 0.071% per annum.

 

“Class X Strip Rate”: With respect to Class X Component for any Distribution Date, the excess, if any, of (i) the Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate of the Class of Corresponding Certificates.

 

“Clearstream”: Clearstream Banking, S.A.

 

“Closing Date”: November 9, 2021.

 

“CMBS”: Commercial mortgage-backed securities.

 




-17-



 



 

“Co-Lender Agreement”: The co-lender agreement, dated as of October 14, 2021, between DBRI, BANA, JPMCB and 3650 Cal Bridge.

 

“Code”: The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

 

“Collateral Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, an amount equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (solely to the extent allocable to the Trust Loan) (x) the most recent appraised value for the Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the Borrowers at the time the Whole Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the Mortgaged Properties, plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Special Servicer and the Certificate Administrator will be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount.

 

“Collection Account”: The trust account, accounts or sub-accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “KeyBank National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Collection Account” and “KeyBank National Association, as Master Servicer, for the benefit of the Companion Loan Holders, relating to the CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Collection Account” and each of which must be an Eligible Account.

 

“Collection Period”: With respect to any Distribution Date, the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, immediately following the Cut-off Date) and ending at the close of business on such Determination Date in the calendar month in which the Distribution Date occurs.

 

“Commission”: The Securities and Exchange Commission.

 

“Companion Loan(s)”: That portion of the Whole Loan identified as Promissory Note A-1-2, Promissory Note A-1-3, Promissory Note A-1-4, Promissory Note A-1-5, Promissory Note A-1-6, Promissory Note A-1-7, Promissory Note A-1-8, Promissory Note A-1-9, Promissory Note A-2-2, Promissory Note A-2-3, Promissory Note A-2-4, Promissory Note A-2-5, Promissory Note A-3-2, Promissory Note A-3-3, Promissory Note A-4-2 and Promissory Note A-4-3, which are owned by DBRI, BANA, JPMCB and 3650 Cal Bridge, as applicable, as of the date hereof and which have an aggregate outstanding principal balance as of the Closing Date of $529,000,000.

 




-18-



 



 

“Companion Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust.

 

“Companion Loan Holder”: Any holder of a Companion Loan.

 

“Companion Loan Rating Agency”: With respect to a Companion Loan, any rating agency that was engaged by a participant in the securitization of such Companion Loan to assign a rating to the related Companion Loan Securities.

 

“Companion Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof or interest therein).

 

“Companion Loan Service Provider”: With respect to any Companion Loan that has been deposited into a securitization trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal and/or interest advances in respect of such Companion Loan pursuant to the related Other Pooling and Servicing Agreement.

 

“Component”: The Component XA.

 

“Component Notional Amount”: With respect to each Component and any date of determination, an amount equal to the then Lower-Tier Principal Balance of such Component’s Corresponding Lower-Tier Regular Interest.

 

“Component XA”: The component of the Class X Certificates having a Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA as of any date of determination.

 

“Condemnation Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance in lieu or in anticipation thereof with respect to the Mortgaged Properties by or to any governmental, quasi-governmental authority or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair of the Mortgaged Properties or released to the Borrowers in accordance with the terms of the REMIC Provisions and the Whole Loan).

 

“Conflicted Controlling Class Holder”: The Directing Holder or any Controlling Class Certificateholder, as applicable, that becomes a Borrower Related Party. Immediately upon obtaining actual knowledge of any such party becoming a “Conflicted Controlling Class Holder”, the Directing Holder or Controlling Class Certificateholder, as applicable, shall not be considered a Privileged Person and shall provide notice in the form of Exhibit L-1-D hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance with Section 10.05 of this Agreement and shall specifically identify the Conflicted Controlling Class Holder. As of the Closing Date, the Directing Holder is not a Conflicted Controlling Class Holder.

 




-19-



 



 

“Controlling Class”: The Class HRR Certificates so long as such Class has an outstanding Certificate Balance (as reduced by any principal payments and Realized Losses and notionally reduced by any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan and allocable to such Class) that is equal to or greater than 25% of the initial Certificate Balance of such Class. If the Class HRR Certificates does not satisfy the preceding requirement, then there will be no Controlling Class. No other Class of Certificates shall be eligible to act as the Controlling Class. No Holder of Certificates of the Controlling Class that is a Borrower Related Party shall (i) be permitted to appoint the Directing Holder or (ii) be entitled to exercise any consent, consultation or direction rights that may otherwise be exercised by a holder of Certificates of the Controlling Class. The Controlling Class as of the Closing Date will be the Class HRR Certificates. On the Closing Date, there will be no Directing Holder because 3650 Cal Bridge Cambridge Crossing LLC, the initial holder of the Class HRR Certificates, is a Borrower Related Party.

 

“Controlling Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of the Controlling Class of Certificates, as determined by the Certificate Registrar from time to time in accordance with the terms of Section 6.07(a) of this Agreement.

 

“Corporate Trust Office”: (a) With respect to the Trustee, the corporate trust office of Wilmington Trust, National Association, initially located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS – CAMB 2021-CX2, or the principal trust office of any successor trustee qualified and appointed pursuant to this Agreement; and (b) with respect to the Certificate Administrator, located at 9062 Old Annapolis Road, Columbia, Maryland 21045. Attention: Corporate Trust Services CAMB 2021-CX2, or, in the case of any surrender, transfer or exchange, at Wells Fargo Bank, National Association, 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55415, Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2 Mortgage Trust, or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this Agreement.

 

“Corrected Mortgage Loan”: As defined under the definition of Specially Serviced Loan.

 

“Corresponding Certificates”: As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interest or any Corresponding Component.

 

“Corresponding Component”: As defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or any Corresponding Lower Tier Regular Interest.

 

“Corresponding Lower-Tier Regular Interest”: As defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or any Corresponding Component.

 

“Credit Risk Retention Affiliate” or “Credit Risk Retention Affiliated”: An “affiliate of” or “affiliated with”, as such terms are defined in the Credit Risk Retention Rule.

 

“Credit Risk Retention Agreement”: The agreement dated as of the Pricing Date among the Retaining Sponsor, the Retaining Party, the Other Sponsors and the Depositor.

 




-20-



 



 

“Credit Risk Retention Rules”: The final rule that was promulgated to implement the credit risk retention requirements under Section 15G of the Exchange Act, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

 

“CREFC®”: CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee and the Special Servicer.

 

“CREFC® Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available and effective from time to time on the CREFC® Website.

 

“CREFC® Advance Recovery Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.

 

“CREFC® Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

 

“CREFC® Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

 




-21-



 



 

“CREFC® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Whole Loan, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally. In connection with preparing the CREFC® Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending March 2022, and (b) annual financial statements beginning with annual financial statements for the 2021 fiscal year (for the 2021 fiscal year, to the extent the Borrowers provide sufficient information to report in accordance with CREFC® guidelines).

 

“CREFC® Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later than 90 days after its adoption, such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.

 

“CREFC® Financial File”: The data file in the “CREFC® Financial File” format substantially in the form of and containing the information called for therein for the Whole Loan, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally. The initial data for this report shall be provided by the Trust Loan Sellers.

 

“CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time on the CREFC® Website.

 

“CREFC® Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on the CREFC® Website.

 

“CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the Whole Loan, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

 

“CREFC® Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on the CREFC® Website.

 

“CREFC® Investor Reporting Package (CREFC® IRP)”:

 




-22-



 



 

(a)       The following seven electronic files: (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File;

 

(b)       The following eleven supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;

 

(c)       the following eight templates: (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Trustee Template and (viii) CREFC® Significant Insurance Event Template; and

 

(d)      such other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting Package (CREFC® IRP)” from time to time generally.

 

“CREFC® License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date, relating to the use of the CREFC® trademarks and trade names.

 

“CREFC® License Fee”: With respect to the Trust Loan (including any REO Loan or the Trust Loan if it has been defeased) for any related Certificate Interest Accrual Period, the amount of interest accrued during such related Certificate Interest Accrual Period at the CREFC® License Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Trust Loan Rate accrued with respect to the Trust Loan during such related Certificate Interest Accrual Period is computed. Any payments of the CREFC® License Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the instructions furnished by CREFC® to the Master Servicer in writing at least two Business Days prior to the Servicer Remittance Date.

 

“CREFC® License Fee Rate”: 0.00050% per annum.

 

“CREFC® Loan Level Reserve/LOC Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the CREFC® Website.

 

“CREFC® Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective from time to time on the CREFC® Website and; provided that each CREFC® Loan Periodic Update File shall be accompanied by a CREFC®

 




-23-



 



 

Advance Recovery Report, if such report is required for a particular month, and all references herein to “CREFC® Loan Periodic Update File” shall be construed accordingly.

 

“CREFC® Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC® Loan Setup File” available and effective from time to time on the CREFC® Website.

 

“CREFC® NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC® Website.

 

“CREFC® Operating Statement Analysis Report”: A report prepared in the aggregate for the Mortgaged Properties substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time on the CREFC® Website.

 

“CREFC® Property File”: The monthly data file substantially in the form of, and containing the information called for, in the downloadable form of the “CREFC® Property File” available and effective from time to time on the CREFC® Website.

 

“CREFC® Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.

 

“CREFC® REO Status Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status Report” available and effective from time to time on the CREFC® Website.

 

“CREFC® Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC® Website.

 

“CREFC® Servicer Watch List”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List” available and effective from time to time on the CREFC® Website.

 

“CREFC® Special Servicer Loan File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time on the CREFC® Website.

 

“CREFC® Supplemental Servicer Reports”: The CREFC® Delinquent Loan Status Report, the CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® REO Status Report, the CREFC® Servicer Watch List, the CREFC® NOI Adjustment Worksheet, the CREFC® Comparative Financial Status Report, the CREFC® Operating Statement

 




-24-



 



 

Analysis Report, the CREFC® Loan Level Reserve/LOC Report, the CREFC® Advance Recovery Report and the CREFC® Total Loan Report.

 

“CREFC® Total Loan Report”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC® Website.

 

“CREFC® Website”: The CREFC®’s Website located at “www.crefc.org” or such other primary website as the CREFC® may establish for dissemination of its report forms.

 

“Current Interest Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates is equal to the related Regular Interest Distribution Amount.

 

“Custodial Agreement”: The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended or modified from time to time in accordance with the terms thereof. No Custodial Agreement will be required if the Custodian is the same party as the Certificate Administrator.

 

“Custodian”: Any Custodian appointed pursuant to Section 3.19 of this Agreement. If a Custodian is not so appointed, then the Custodian shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the Master Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody Group (including, as applicable, any agents or affiliates utilized thereby).

 

“Cut-off Date”: November 6, 2021.

 

“DBRI”: DBR Investments Co. Limited, and its successors in interest.

 

“DBRS Morningstar”: DBRS, Inc., or any successor thereto. If neither DBRS Morningstar nor any successor remains in existence, “DBRS Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the other parties hereto and specific ratings of DBRS Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“Debt Service Coverage Ratio”: As of any date of determination and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the Mortgaged Properties, for the most recently ended 12-month trailing or one-year period for which data is available from the Borrowers (or year-to-date until such time that data for the trailing 12-month period is available), before payment of any scheduled payments of principal and interest on the Trust Loan or Whole Loan, as applicable, but after funding of required reserves and “normalized” information from the CREFC® NOI Adjustment Worksheet for the Mortgaged Properties by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement, by the annual debt service required by the Trust Loan or Whole Loan, as applicable. Annual debt service shall be calculated by multiplying the Monthly Payment in effect

 




-25-



 



 

on such date of determination by 12 (or such fewer number of months for which related information is available).

 

“Default”: An event of default under the Loan Documents, or an event which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Loan Documents.

 

“Default Interest”: Interest accrued on the Trust Loan or Whole Loan, as applicable, at the excess of (i) the Default Rate over (ii) the Trust Loan Rate or the Whole Loan Rate, as applicable.

 

“Default Rate”: The per annum rate at which interest accrues on the Trust Loan or Whole Loan, as applicable, following any Default thereunder, including a default in the payment of a Monthly Payment or a Balloon Payment.

 

“Defaulted Mortgage Loan”: The Whole Loan, if it is delinquent at least 60 days in respect of its Monthly Payments or more than 60 days delinquent in respect of its Balloon Payment, if any, in either case such Delinquency to be determined without giving effect to any grace period permitted by the Loan Documents and without regard to any acceleration of payments under the Whole Loan.

 

“Defect”: As defined in Section 2.03(e) of this Agreement.

 

“Deficient Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant retained by it (other than a Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.

 

“Delinquency”: Any failure of the Borrowers to make a scheduled Monthly Payment or Balloon Payment on a Due Date.

 

“Denomination”: As defined in Section 5.01(a) of this Agreement.

 

“Depositor”: Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation, and its successors and assigns.

 

“Depository”: The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the Depositor if the Depositor is legally able to do so).

 

“Depository Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

 




-26-



 



 

“Determination Date”: With respect to each calendar month commencing in December 2021, the 6th day of such calendar month or, if such 6th day is not a Business Day, then the immediately preceding Business Day.

 

“Directing Holder”: The representative selected or designated, as applicable, by the Certificateholders representing more than 50% of the Controlling Class (by Certificate Balance) in accordance with Section 6.07; provided that if no Certificateholder holds Certificates representing more than 50% of the Controlling Class (by Certificate Balance), then the Directing Holder shall be the representative appointed by the Controlling Class Certificateholder that owns, and is identified (with contact information) to the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class.

 

“Directly Operate”: If the Mortgaged Properties become an REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space for occupancy only within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of the REO Property, the holding of the REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of the REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the REO Property other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate the REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to the REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).

 

“Discount Rate” As defined in the Loan Agreement.

 

“Disclosable Special Servicer Fees”: With respect to the Whole Loan or any REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, the Borrowers, any Borrower Related Party, any Manager, any guarantor or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or the REO Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of the REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement; provided that any compensation and other remuneration that the Master Servicer or the Certificate Administrator is permitted to receive or retain pursuant to the terms of this Agreement in connection with its respective duties in such capacity as master servicer or certificate administrator under this Agreement shall not be Disclosable Special Servicer Fees.

 

“Disclosure Parties”: As defined in Section 3.14(e) of this Agreement.

 

“Disqualified Non-U.S. Person”: With respect to a Class R or Class LR Certificate any Non-U.S. Person or agent thereof other than (a) a Non-U.S. Person that holds the Class R or

 




-27-



 



 

Class LR Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of the Closing Date) or (b) a Non-U.S. Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R or Class LR Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R or Class LR Certificate will not be disregarded for federal income tax purposes.

 

“Disqualified Organization”: Any of (a) the United States, a State or any political subdivision thereof or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization (as defined below) or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Code Chapter 1 (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R or Class LR Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, or (e) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel to the Certificate Registrar to the effect that any Transfer to such Person will not cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. For the purposes of this definition, the terms “United States”, “State” and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

 

“Distribution Accounts”: Collectively, the Upper-Tier Distribution Account and the Lower-Tier Distribution Account, each of which may be a sub-account of a single Eligible Account.

 

“Distribution Date”: During each calendar month commencing in December 2021, the 4th Business Day following the Determination Date in such calendar month.

 

“Distribution Date Statement”: As defined in Section 4.02(a) of this Agreement.

 

“Do Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor, which lists certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Sections 3.27, 3.28 or 3.29 of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any trust and servicing agreement relating to any other series of certificates offered by the Depositor.

 

“Due Date”: With respect to (i) the Whole Loan on or prior to its Maturity Date, the day of the month set forth in the Notes on which each Monthly Payment thereon is scheduled to be first due and (ii) the Whole Loan after the Maturity Date therefore or any REO Loan, the day

 




-28-



 



 

of the month set forth in the Notes on which each Monthly Payment on the Whole Loan had been scheduled to be first due.

 

“Early Termination Notice Date”: Any date as of which the Stated Principal Balance of the Trust Loan is less than 1.0% of the Stated Principal Balance of the Trust Loan as of the Cut-off Date.

 

“Eligible Account”: Any of:

 

(i)      an account or accounts

 

(A)        maintained with a depository institution or trust company, (1) the short-term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s, “F-1” by Fitch and “R-1 (middle)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) in the case of accounts in which funds are held for 30 days or less and (2) the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, “A” by Fitch and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) in the case of accounts in which funds are held for more than 30 days,

 

(B)        maintained with Wells Fargo Bank, National Association, so long as (1) its long-term unsecured debt or deposit rating is at least “A2” by Moody’s, “A-” by Fitch and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) (if the deposits are to be held in the account for more than 30 days), or (2) its short-term deposit or short-term unsecured debt rating is at least “P-1” by Moody’s, “F-1” by Fitch and “R-1(low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)), if the deposits are to be held in the account for 30 days or less,

 

(C)        maintained with Wells Fargo Bank, National Association, a wholly owned subsidiary of Wells Fargo & Co., so long as it meets the eligibility standards of the Certificate Administrator pursuant to Section 8.06,

 

(D)        maintained with KeyBank National Association, so long as (a) the short term debt obligations, deposits or commercial paper of KeyBank are rated at least “R-1 (low)” by DBRS Morningstar, (or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and Fitch) or such other rating confirmed in a No Downgrade Confirmation) and at least “P-1” by Moody’s and “F1” by Fitch in the case of letters of credit or accounts in which funds are held for thirty (30) days or less and (b) the long-term unsecured debt obligations, deposits or commercial paper of KeyBank are rated at least “BBB(high)” by DBRS Morningstar, (or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and Fitch) or such other rating confirmed in a No Downgrade Confirmation) and at least “A2” by Moody’s and “A” by Fitch, or

 




-29-



 



 

(ii)      a segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution, financial institution or trust company (which, subject to the remainder of this clause (ii), may include the Certificate Administrator or the Trustee) acting in its fiduciary capacity which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit substantially similar to Title 12 of the Code of Federal Regulations, Section 9.10(b),

 

(iii)      such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)-(ii) above, with respect to which a No Downgrade Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, or

 

(iv)      any other account for which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation, which may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer.

 

Eligible Accounts may bear interest.

 

“Eligible Investor”: Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) (except with respect to the Class R and Class LR Certificates) an Institutional Accredited Investor that is not a Qualified Institutional Buyer.

 

“Eligible Operating Advisor”: An entity (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which a Rating Agency has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction and cited servicing concerns with the special servicer or operating advisor as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 2.04(f); (c) that is not (and is not a Credit Risk Retention Affiliate of) the Successor Third Party Purchaser (if any), the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Originator, any guarantor, any Borrower Related Party, the Directing Holder, or any of their respective affiliates (including Credit Risk Retention Affiliates); (d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment of, or recommendation for replacement of the Special Servicer by, a successor special servicer; (e) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly or indirectly,

 




-30-



 



 

through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, the Trust Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor.

 

“Environmental Insurance Policy”: With respect to the Mortgaged Properties or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of the Mortgaged Properties or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders and the Companion Loan Holders.

 

“Environmental Report”: The environmental audit report or reports with respect to the Mortgaged Properties delivered to the Trust Loan Sellers.

 

“ERISA”: The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

 

“ERISA Plan”: As defined in Section 5.02(k) of this Agreement.

 

“Escrow Account”: As defined in Section 3.04(b) of this Agreement. Any Escrow Account may be a sub-account of the related Cash Collateral Account.

 

“Escrow Payment”: Any payment made by the Borrowers to the Master Servicer pursuant to the Mortgage, Cash Collateral Account Agreement, Lock-Box Agreement, Loan Agreement or other Loan Document for the account of the Borrowers for application toward the payment of taxes, insurance premiums, assessments, environmental remediation and similar items in respect of the Mortgaged Properties or related to the satisfaction of closing conditions for the Whole Loan.

 

“Euroclear”: Euroclear Bank, as operator of the Euroclear System and its successors in interest.

 

“Excess Interest”: The interest accrued at the Revised Rate from and after the Anticipated Repayment Date in respect of the Whole Loan in excess of the interest accrued at the related stated Trust Loan Rate set forth on the Mortgage Loan Schedule, plus any compound interest accrued on such amounts, to the extent permitted by applicable law and the related Loan Agreement.

 

“Excess Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement in trust for the Holders of the Class S Certificates, which (subject to any changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Excess Interest Distribution Account”. Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Class S Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

 




-31-



 



 

“Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, any portion of the aggregate Prepayment Interest Shortfalls for such Distribution Date in excess of the sum of (i) the Master Servicer Prepayment Interest Shortfall Amount with respect to such Distribution Date and (ii) any Prepayment Interest Excess with respect to such Distribution Date.

 

“Excess Servicing Fee Rate”: With respect to the Trust Loan and the Companion Loan (and the successor REO Loan, if applicable), a rate per annum equal to 0.0060%; provided that such rate shall be subject to reduction at any time following any resignation of a Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.

 

“Excess Servicing Fee Right”: With respect to the Trust Loan and the Companion Loan (and the successor REO Loan, if applicable), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.

 

“Excess Servicing Fees”: With respect to the Trust Loan and the Companion Loan (and the successor REO Loan, if applicable), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.

 

“Exchange Act”: The Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.

 

“FDIC”: The Federal Deposit Insurance Corporation or any successor thereto.

 

“FHLMC”: The Federal Home Loan Mortgage Corporation, or any successor thereto.

 

“Final Asset Status Report”: An Asset Status Report that is labeled as being a “Final Asset Status Report”, together with such other data or supporting information provided by the Special Servicer to the Directing Holder, which does not include any communications (other than the related Asset Status Report) between the Special Servicer and the Directing Holder; provided that no Asset Status Report shall be considered a Final Asset Status Report unless (i) the Directing Holder (during any Subordinate Control Period) has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent pursuant to this Agreement in respect of such action, or has been deemed to approve or consent to such action or (ii) the Asset Status Report is otherwise implemented by the Special Servicer in accordance with the terms of this Agreement.

 

“Final Recovery Determination”: With respect to the Whole Loan or REO Loan, including after it becomes subject to repurchase by the Trust Loan Sellers pursuant to Section 2.03(e) of this Agreement or subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related Repurchase Price and other payments or recoveries (including proceeds of the final sale of the REO Property) which the Master Servicer (or if the Whole Loan becomes a Specially Serviced Loan or an REO

 




-32-



 



 

Loan, the Special Servicer), in its reasonable judgment, as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Custodian and the Operating Advisor (and the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five years following the termination of the Trust Fund.

 

“Financial Market Publisher”: BlackRock Financial Management, Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, Interactive Data Corporation, Markit LLC, KBRA Analytics, LLC and Thomson Reuters Corporation, or any successor entities thereof.

 

“Fitch”: Fitch Ratings, Inc., or any of its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the other parties hereto and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“Form 8-K Disclosure” The information described in the Form 8-K items set forth under the “Item on Form 8-K” column on Exhibit Y hereto.

 

“FNMA”: The Federal National Mortgage Association or any successor thereto.

 

“GACC”: German American Capital Corporation, and its successors in interest.

 

“GACC Indemnification Agreement”: The agreement dated as of the Pricing Date, among GACC, the Depositor and the Initial Purchasers.

 

“GACC Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Pricing Date, between GACC and the Depositor.

 

“Global Certificates”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates if and so long as such class of Regular Certificates is registered in the name of a nominee of the Depository.

 

“Grantor Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part I of subchapter J of the Code, consisting of the assets described in the Preliminary Statement hereto.

 

“Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.

 




-33-



 



 

“Holder”: With respect to (i) any Certificate, a Certificateholder; and (ii) with respect to any Lower-Tier Regular Interest, the Trustee.

 

“Impermissible Credit Risk Retention Affiliate”: As defined in Section 3.33.

 

“Impermissible Operating Advisor Affiliate”: As defined in Section 3.33.

 

“Impermissible TPP Affiliate”: As defined in Section 3.33.

 

“Indemnified Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement, as the context requires.

 

“Indemnifying Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement, as the context requires.

 

“Independent”: When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Directing Holder, the Operating Advisor, any Borrower or any Manager or any Affiliate thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 

“Independent Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the meaning of Section 856(d)(3) of the Code if such Trust REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates); provided that such Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and such Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer or the Special Servicer, as applicable, the Operating Advisor, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer or the Special Servicer, as applicable, on behalf of itself, the Operating Advisor, the Certificate Administrator and the Trustee has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action in respect of the REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause the REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) or cause any income realized in respect of the REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).

 

“Individual Certificate”: Any Certificate in definitive, fully registered physical form without interest coupons.

 




-34-



 



 

“Initial Purchasers”: Deutsche Bank Securities Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC and their respective successors in interest.

 

“Initial Resolution Period”: As defined in Section 2.03(e) of this Agreement.

 

“Inquiries”: As defined in Section 4.02(c) of this Agreement.

 

“Institutional Accredited Investor”: An institution that is an “accredited investor” within the meaning of Rule 501(a)(l), (2), (3) or (7) under the Act or any entity with respect to which the equity owners of which each qualify as an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act.

 

“Insurance Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to the Whole Loan (including any amounts paid by the Master Servicer pursuant to Section 3.08 of this Agreement).

 

“Interest Distribution Amount”: With respect to any Distribution Date and any Class of Regular Certificates, an amount equal to the Current Interest Distribution Amount for such Class and such Distribution Date, less any Excess Prepayment Interest Shortfall allocable to such Class.

 

“Interest Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement; which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Interest Reserve Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

 

“Interested Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Directing Holder, any Certificateholder, any Companion Loan Holder, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this Agreement, or any Person known to a Responsible Officer of the Trustee or the Certificate Administrator, or to a Servicing Officer of the Special Servicer, to be an Affiliate of any of them, or any Borrower Related Party.

 

“Investment Account”: As defined in Section 3.07(a) of this Agreement.

 

“Investment Representation Letter”: As defined in Section 5.02(c)(i)(A) of this Agreement.

 

“Investor Certification”: A certificate (which may be in electronic form or “click-through format”) representing that such Person executing the certificate is a Certificateholder, a Directing Holder, a Beneficial Owner or a prospective purchaser of a Certificate and that (i) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, such Person (a) is not a

 




-35-



 



 

Borrower Related Party or (b) is a Borrower Related Party, substantially in the form of Exhibit L-1-A (in the case of clause (a)) or Exhibit L-1-B (in the case of clause (b)) to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website and/or (ii) for purposes of exercising Voting Rights, such Person is not the Depositor, the Certificate Administrator, the Trustee, the Operating Advisor, a Borrower Related Party, a Manager, a Restricted Holder or an Affiliate of any of the foregoing or an agent of any of the foregoing, substantially in the form of Exhibit L-2 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

 

“Investor Q&A Forum”: As defined in Section 4.02(c) of this Agreement.

 

“Investor Registry”: As defined in Section 4.02(d) of this Agreement.

 

“IRS”: The Internal Revenue Service.

 

“JPMCB”: JPMorgan Chase Bank, National Association, and its successors in interest.

 

“JPMCB Indemnification Agreement”: The agreement dated as of the Pricing Date, among JPMCB, the Depositor and the Initial Purchasers.

 

“JPMCB Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Pricing Date, between JPMCB and the Depositor.

 

“Junior Notes”: Promissory Note B-1, Promissory Note B-2, Promissory Note B-3 and Promissory Note B-4 in the aggregate original principal amount of $411,000,000.

 

“KBRA”: Kroll Bond Rating Agency, LLC, or any of its successors in interest. If neither such rating agency nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“Late Collections”: With respect to the Whole Loan, all amounts received thereon during any Collection Period (or within the related grace period), whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal or interest due in respect of the Whole Loan (without regard to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously recovered. If the Whole Loan becomes an REO Loan, all amounts received in connection with the REO Property during any Collection Period (including any grace period applicable under the original Whole Loan), whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest due or deemed due in respect of the REO Loan or the predecessor Whole Loan (without regard to any acceleration of amounts due under the predecessor

 




-36-



 



 

Whole Loan by reason of default) on a Due Date in a previous Collection Period and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.

 

“Liquidation Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in connection with the liquidation of the Whole Loan or the liquidation of the REO Property or the sale of the Whole Loan pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).

 

“Liquidation Fee”: A fee payable to the Special Servicer pursuant to Section 3.12(c) of this Agreement with respect to the Trust Loan (or any related allocable portion thereof) (if repurchased in accordance with Section 2.03(e) of this Agreement), Specially Serviced Loan or REO Loan (except as specified in the following paragraph), in each case as to which the Special Servicer obtains a full, partial or discounted payoff from the Borrowers, a loan purchaser or the Trust Loan Sellers, as applicable, or any Liquidation Proceeds with respect thereto (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of 0.50% and the proceeds of such full, partial or discounted payoff or the Net Liquidation Proceeds related to such liquidated or repurchased Whole Loan or Specially Serviced Loan, as the case may be, in each case exclusive of any portion of such full, partial or discounted payoff or Net Liquidation Proceeds that represents Penalty Charges; provided that with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to the Specially Serviced Loan, REO Loan or Whole Loan.

 

No Liquidation Fee shall be payable (a) with respect to clause (v) of the definition of Liquidation Proceeds; (b) in the case of clause (vi) of the definition of Liquidation Proceeds if exercised within 90 days after the first time that such holder’s option to purchase the Whole Loan becomes exercisable, provided, however, that even if the purchase occurs before such expiration the Liquidation Fee will be payable to the extent paid by, and collected from, the related borrower or the mezzanine lender; (c) in the case of a repurchase of the related Trust Loan Seller Percentage Interest in the Trust Loan (or the REO Loan, if applicable) by a Trust Loan Seller pursuant to the related Trust Loan Purchase Agreement, if such Trust Loan Seller repurchases the related Trust Loan Seller Percentage Interest in the Trust Loan within the resolution time period set forth in Section 2.03(e) of this Agreement (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e) of this Agreement); (d) in connection with the purchase of the Trust Loan if it has become a Defaulted Mortgage Loan by the Special Servicer or any Affiliate thereof within 90 days after the transfer of the Defaulted Mortgage Loan to special servicing; (e) in connection with any indemnification payment made by a Trust Loan Seller as a result of a Material Breach or Material Document Defect pursuant to Section 2.03(e), if such Trust Loan Seller makes such indemnification payment within the resolution time period set forth in Section 2.03(e) of this Agreement (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e) of this Agreement); (f) if the Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within three months following the related maturity date as a result of the related Whole Loan being refinanced or otherwise repaid in full (provided that the

 




-37-



 



 

Special Servicer may collect from the Borrowers and retain (x) a liquidation fee, (y) such other fees as are provided for in the Loan Documents, and (z) other appropriate fees in connection with such liquidation)s; (g) the purchase of the Trust Loan by the holder of the related mezzanine loan pursuant to the mezzanine intercreditor agreement within 90 days after the first time that such holder’s option to purchase the Whole Loan becomes exercisable (provided, that for the avoidance of doubt, if there are one or more purchase notices that are delivered subsequent to the initial purchase notice, as long as the event that resulted in the first purchase notice (or the preceding purchase notice) has, within the 90-day period from the date the applicable purchase notice was given to such holder of a mezzanine loan, ceased, been cured, been waived by the Master Servicer or the Special Servicer in writing, or otherwise was no longer in effect during such period, such 90-day period will commence on the date of any subsequent purchase notice given to such holder of a mezzanine loan) and (h) with respect to an Other Securitization Trust, in connection with (A) a repurchase or replacement of such Companion Loan by the applicable Trust Loan Seller due to a breach of a representation or warranty or a document defect under the related mortgage loan purchase agreement related to the Other Pooling and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof) set forth therein or (B) a purchase of such Companion Loan pursuant to a clean-up call or similar liquidation under the related Other Pooling and Servicing Agreement

 

“Liquidation Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of the Mortgaged Properties or other collateral constituting security for the Defaulted Mortgage Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the Borrowers in accordance with applicable law and the terms and conditions of the Notes and the Mortgage; (ii) the realization upon any deficiency judgment obtained against the Borrowers; (iii) the sale of the Defaulted Mortgage Loan; (iv) a repurchase of the related Trust Loan Seller Percentage Interest in the Trust Loan (or REO Loan) by a Trust Loan Seller pursuant to the related Trust Loan Purchase Agreement; (v) the purchase of the Trust Loan and all property acquired in respect of the Trust Loan by the Sole Certificateholder, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement; (vi) the purchase of the Whole Loan by the holder of the related mezzanine loan pursuant to the mezzanine intercreditor agreement; or (vii) the purchase of the Trust Loan by the Companion Loan Holders.

 

“Loan Agreement”: The Mortgage Loan Agreement, dated as of October 14, 2021, by and between the Borrowers, as borrowers, and DBRI, BANA, JPMCB and 3650 Cal Bridge, collectively, as lender.

 

“Loan Documents”: The documents executed or delivered in connection with the origination or any subsequent modification of the Whole Loan or subsequently added to the Mortgage File.

 

“Lock-Box Account”: With respect to the Mortgaged Properties, if applicable, any account created pursuant to the Loan Documents to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all

 




-38-



 



 

reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Accounts in accordance with the terms of the Whole Loan.

 

“Lock-Box Agreement”: The lock-box agreement, if any, between the Originators and the Borrowers, pursuant to which the Lock-Box Account, if any, may have been established.

 

“Lower-Tier Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Lower-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.

 

“Lower-Tier Distribution Amount”: As defined in Section 4.01 of this Agreement.

 

“Lower-Tier Principal Balance”: With respect to any Class of Lower-Tier Regular Interest, initially will equal the original principal balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of distributions of the Lower-Tier Distribution Amount allocable to principal and Realized Losses allocable thereto in all prior periods as described in Section 4.01 of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Balance of its Corresponding Certificates.

 

“Lower-Tier Regular Interests”: The Class LA Interest, the Class LB Interest, the Class LC Interest, the Class LD Interest and the Class LHRR Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC (ii) relates to its Corresponding Class of Certificates, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance equal to the original Lower-Tier Principal Balance set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the Net Mortgage Rate, (vi) has a “latest possible maturity date”, within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01(a) of this Agreement.

 

“Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Trust Loan and collections thereon (exclusive of Excess Interest and the proceeds thereof in the Excess Interest Distribution Account), the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the Collection Account and the Lower-Tier Distribution Account, any REO Account, related amounts in the Interest Reserve Account and all other property included in the Trust Fund that is not in the Upper-Tier REMIC, excluding any Excess Interest and any proceeds thereof in the Excess Interest Distribution Account.

 

“MAI”: Member of the Appraisal Institute.

 




-39-



 



 

“Major Decision”: Any of the following:

 

(a)       any substitution or release of real property collateral for the Whole Loan (other than substitutions or releases of immaterial and non-income producing real property collateral) except as expressly permitted by the Loan Documents without the consent of the lender;

 

(b)       any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Borrowers );

 

(c)       any transfer of a Mortgaged Property or any portion of a Mortgaged Property, or any transfer of any direct or indirect ownership interest in the Borrowers to the extent lender consent under the Loan Documents is required, except in each case as expressly permitted by the Loan Documents and for which there is no lender discretion, or in connection with a pending or threatened condemnation;

 

(d)       any consent to the incurrence of additional debt by the Borrowers or mezzanine debt by a direct or indirect parent of a Borrower, including modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of, or any renewal, replacement, consolidation or supplement to, any mezzanine loan documents or any such document or agreement, in each case to the extent lender approval is required by the Loan Documents;

 

(e)       any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of REO Properties) of the ownership of the Mortgaged Property;

 

(f)       any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest but including, without limitation, the timing of payments and the acceptance of discounted payoffs) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Whole Loan or any extension of the maturity date of the Whole Loan to the extent lender approval is required by the Loan Documents;

 

(g)       following a Default, any material exercise of remedies, including the acceleration of the Whole Loan or initiation of judicial, bankruptcy or similar proceedings under the Loan Documents or with respect to the Borrowers or the Mortgaged Properties;

 

(h)       any sale or other disposition of the Whole Loan or the Mortgaged Properties (including any REO Property) for less than the Repurchase Price;

 

(i)        any determination to bring the Mortgaged Properties or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at the Mortgaged Properties or an REO Property;

 

(j)        any modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine

 




-40-



 



 

lender, Companion Loan Holder or subordinate debt holder related to the Whole Loan, or an action to enforce rights with respect thereto, in each case in a manner that materially and adversely affects the Controlling Class (to the extent that neither the Directing Holder, the majority holder of the Controlling Class, nor any affiliate or agent thereof is a holder of the applicable mezzanine loan or any beneficial interest in such mezzanine loan);

 

(k)       any Manager changes with respect to the Whole Loan, to the extent lender approval is required by the Loan Documents;

 

(l)        releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the Whole Loan and for which there is no material lender discretion;

 

(m)      any acceptance of an assumption agreement releasing the Borrowers or other obligor from liability under the Whole Loan or the Loan Documents other than as permitted pursuant to the specific terms of such Loan Documents and for which there is no lender discretion;

 

(n)       any determination of an Acceptable Insurance Default under the Loan Documents;

 

(o)       the execution, termination or renewal of any lease, to the extent lender approval is required under the Loan Documents and to the extent such lease constitutes a “major lease” as defined in the Loan Documents, including entering into any subordination, non-disturbance and attornment agreement;

 

(p)       any adoption or implementation of the Annual Budget for which lender consent is required under the Loan Documents; and

 

(q)       the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Borrowers.

 

“Majority Controlling Class Certificateholders”: The Holder(s) of Certificates representing more than 50% of the aggregate Certificate Balance of the Controlling Class.

 

“Management Agreement”: With respect to each Mortgaged Property, the related property management agreement, if any, by and between a Manager and the related Borrower, or any successor property management agreement between such parties.

 

“Manager”: With respect to the Mortgaged Properties, any property manager for the Mortgaged Properties.

 

“Master Servicer”: KeyBank National Association, a national banking association, its successor in interest (in such capacity), or if any successor Master Servicer is appointed as herein provided, such successor Master Servicer or any successor master servicer appointed as herein provided.

 




-41-



 



 

“Master Servicer Prepayment Interest Shortfall Amount”: As defined in Section 3.17(c) of this Agreement.

 

“Master Servicer Termination Event”: As defined in Section 7.01(a) of this Agreement.

 

“Master Servicer’s Website”: Shall mean the internet website maintained by the Master Servicer; initially located at “www.key.com/key2cre”.

 

“Material Breach”: As defined in Section 2.03(e) of this Agreement.

 

“Material Document Defect”: As defined in Section 2.03(e) of this Agreement.

 

“Maturity Date”: The scheduled maturity date on the Due Date in November 6, 2036.

 

“Mezzanine Loan”: Any mezzanine indebtedness related to the Whole Loan.

 

“Modification Fees”: With respect to the Whole Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all loan service transaction fees, defeasance fees, Assumption Fees, consent fees, assumption application fees, and fees similar to the foregoing). For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification, restructure, extension, waiver or amendment in connection with working out the Whole Loan after it has become a Specially Serviced Loan, the Modification Fees collected from the Borrowers shall be subject to a cap of 1.0% of the outstanding principal balance of the Whole Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap exists in connection with the amount of Modification Fees which may be collected from the Borrowers with respect to a Specially Serviced Loan or REO Loan.

 

“Modified Mortgage Loan”: A Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26 of this Agreement in a manner that:

 

(a)       reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to the Trust Loan or Companion Loan), including any reduction in the Monthly Payment;

 

(b)       except as expressly contemplated by the Loan Documents, results in a release of the lien of the Mortgage on any material portion of the Mortgaged Properties without a corresponding Principal Prepayment in an amount not less than the fair market value (as is), as determined by an Appraisal delivered to the Special Servicer (at the expense of the Borrowers and upon which the Special Servicer may conclusively rely), of the property to be released; or

 




-42-



 



 

(c)       in the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for the Whole Loan or reduces the likelihood of timely payment of amounts due thereon.

 

“Monthly Payment”: With respect to the Trust Loan or Whole Loan (in each case, other than an REO Loan) and any Due Date, the scheduled monthly payment of principal (to the extent due, but excluding any Balloon Payment) and interest at the Trust Loan Rate or Whole Loan Rate, as applicable, due on such Due Date (but not excluding any constant Monthly Payment due on the Trust Loan). The Monthly Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the Due Date had the Trust Loan not been discharged, determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due.

 

“Moody’s”: Moody’s Investors Service, Inc., or any of its successors in interest. If neither Moody’s nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the other parties hereto and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in the Mortgaged Properties securing the Notes.

 

“Mortgage File”: Collectively, the mortgage documents listed in Section 2.01(a)(i) through Section 2.01(a)(xx) of this Agreement pertaining to the Whole Loan and any additional documents required to be added to the Mortgage File pursuant to the express provisions of this Agreement; provided that whenever the term “Mortgage File” is used to refer to documents actually received by the Depositor or the Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received.

 

“Mortgage Loan Schedule”: The schedule attached as Exhibit B to this Agreement, which schedule shall set forth the following information:

 

(a)       the Trust Loan name;

 

(b)       the street address (including city, state and zip code) of each Mortgaged Property;

 

(c)       the Trust Loan Rate and Whole Loan Rate in effect as of the Cut-off Date;

 

(d)       the original principal balance of the Whole Loan and the Trust Loan;

 

(e)       the Stated Principal Balance as of the Cut-off Date;

 

(f)       the Maturity Date for the Whole Loan;

 

(g)       the Due Date;

 




-43-



 



 

(h)       the amount of the Monthly Payment due on the first Due Date following the Cut-off Date;

 

(i)        the Servicing Fee Rate, the master servicing fee rate, the primary servicing fee rate, the Trustee/Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, CREFC® License Fee Rate and the Administrative Fee Rate; and

 

(j)        whether any letter of credit is held by the lender as a beneficiary or is assigned as security for the Whole Loan.

 

“Mortgaged Properties”: As “Properties” is defined in the Loan Agreement.

 

“Net Condemnation Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation or repair of the related Mortgaged Property or released to the related Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.

 

“Net Default Interest”: With respect to any Distribution Date, an amount equal to the sum of (i) the amount of Default Interest received during the preceding Collection Period, minus (ii) any portions thereof withdrawn from the applicable Collection Account pursuant to Section 3.06(a)(vi) of this Agreement for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees) incurred on the Trust Loan or Whole Loan, as applicable, during or prior to such Collection Period.

 

“Net Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with prudent and customary servicing practices.

 

“Net Liquidation Proceeds”: The Liquidation Proceeds received with respect to the Whole Loan net of the amount of (i) Liquidation Expenses incurred with respect thereto and (ii) with respect to proceeds received in connection with a taking of a Mortgaged Property (or portion thereof) by the power of eminent domain in condemnation, amounts required to be applied to the restoration or repair of the related Mortgaged Property.

 

“Net Mortgage Rate”: With respect to any Distribution Date, the rate at which interest accrues on the Trust Loan (net of the Administrative Fee Rate and excluding Default Interest) during the related Whole Loan Interest Accrual Period. Notwithstanding the foregoing, the Net Mortgage Rate (which accrues interest on an Actual/360 Basis) for any Whole Loan Interest Accrual Period will be the annualized rate at which interest would have to accrue in respect of the Trust Loan on a 30/360 Basis in order to produce the aggregate amount of interest actually accrued in respect of the Trust Loan at the related Net Mortgage Rate during such Whole Loan Interest Accrual Period; provided that the Net Mortgage Rate for the one-month period (i) preceding the Distribution Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) (commencing in 2022), shall be determined net of any Withheld Amounts from that month and (ii) preceding the Due Date in March (or February if the related

 




-44-



 



 

Distribution Date is the final Distribution Date), shall be determined inclusive of the Withheld Amounts, if applicable, from the immediately preceding February, and, if applicable, January; provided, further, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate shall be determined without regard to any modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Borrowers or otherwise.

 

“Net REO Proceeds”: With respect to any REO Property, REO Proceeds net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b) of this Agreement.

 

“New Lease”: Any lease of an REO Property entered into on behalf of the Lower-Tier REMIC, if such Trust REMIC has the right to renegotiate the terms of such lease, including any lease renewed or extended on behalf of such Trust REMIC.

 

“No Downgrade Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form and may be in the form of a press release) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by the Rating Agency (with respect to the Certificates) and the credit rating of any certificates, notes or other securities in connection with any single asset securitization or pooled asset securitization of a Companion Loan (or any portion thereof or interest therein) (in the case of a rating agency with respect to such certificates, notes or other securities); provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the No Downgrade Confirmation is sought shall be deemed to satisfy the requirement for the No Downgrade Confirmation from such Rating Agency with respect to such matter and the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may proceed with the contemplated action(s) as if such party had received the No Downgrade Confirmation. At any time during which no Certificates are rated by a Rating Agency, no No Downgrade Confirmation shall be required from that Rating Agency.

 

“Non-Directing Holder”: With respect to the Companion Loan, the “Non-Controlling Holder” or any analogous concept under the Co-Lender Agreement.

 

“Non-Reduced Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which (a)(1) the initial Certificate Balances of such Class of Principal Balance Certificates minus (2) the sum (without duplication) of, as such date of determination (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Principal Balance Certificates, as of such date of determination, (y) any Appraisal Reduction Amounts and Collateral Deficiency Amounts then allocable to such Class of Principal Balance Certificates, as of such date of determination and (z) any Realized Losses previously allocated to such Class of Principal Balance Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Principal Balance Certificates, less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Principal Balance Certificates as of such date of determination.

 




-45-



 



 

“Non-U.S. Person”: A person that is not a U.S. Person.

 

“Nonrecoverable Administrative Advance”: Any Administrative Advance previously made or proposed to be made in respect of the Trust Loan or REO Loan which, as determined in the reasonable judgment of the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 4.07(d), or the Trustee in its reasonable judgment, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the Trust Loan or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(d) of this Agreement.

 

“Nonrecoverable Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Property Advance or Nonrecoverable Administrative Advance.

 

“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of the Trust Loan or REO Loan which, as determined in the reasonable judgment of the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 4.07(d) and Section 4.07(e), or the Trustee in its reasonable judgment, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the Trust Loan or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(d) of this Agreement.

 

“Nonrecoverable Property Advance”: Any Property Advance previously made or proposed to be made in respect of the Whole Loan or REO Loan that, as determined by the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d), or the Trustee in its reasonable judgment, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the Whole Loan or REO Loan, which shall be evidenced by an officer certificate as provided by Section 3.21(d) of this Agreement.

 

“Notes”: Collectively, as of any date of determination, the notes or other evidence of indebtedness and/or agreements evidencing the indebtedness of the Borrowers under the Whole Loan including any amendments or modifications, or any renewal or substitution note, as of such date.

 

“Notice of Termination”: Any of the notices given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer by the Special Servicer, the Master Servicer or the Certificateholder owning a majority of the Percentage Interest in the Class R and Class LR Certificates, as applicable, pursuant to Section 9.01(c) of this Agreement.

 

“Notional Amount”: As of any date of determination, with respect to the Class X Certificates as a Class, the Class X Notional Amount and, with respect to any of the Class X Certificates, the product of the Percentage Interest evidenced by such Certificate and the Class X Notional Amount.

 




-46-



 



 

“NRSRO”: Any nationally recognized statistical ratings organization within the meaning of Section 3(a)(62) of the Exchange Act.

 

“NRSRO Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit O or (b) provided electronically and executed by an NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website.

 

“Offering Circular”: That certain Offering Circular, dated October 22, 2021, relating to the offering of the Certificates.

 

“Officer’s Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer or other officer of the Master Servicer, the Special Servicer or Operating Advisor customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Master Servicer, as the case may be.

 

“Offsetting Modification Fees”: With respect to the Whole Loan or REO Loan and with respect to the Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Loan or REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification Fees were earned in connection with a modification, restructure, extension, waiver or amendment of the Whole Loan or REO Loan at a time when the Whole Loan or REO Loan was a Specially Serviced Loan.

 

“Operating Advisor”: Park Bridge Lender Services LLC, in its capacity as operating advisor, and its successors in interest, or any successor operating advisor appointed as herein provided.

 

“Operating Advisor Annual Report”: As defined in Section 6.11.

 

“Operating Advisor Consultation Period”: Any period when (i) the Certificate Balance of the Class HRR Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Certificates) is less than 25% of the initial Certificate Balance of the Class HRR Certificates or (ii) a Subordinate Consultation Period is in effect.

 

“Operating Advisor Consulting Fee”: A fee for each Asset Status Report and Major Decision as to which the Operating Advisor has consultation obligations and performed its duties

 




-47-



 



 

with respect to such Asset Status Report or Major Decision equal to $10,000 (or such lesser amount that the Borrowers pay), payable pursuant to Section 6.11(l) of this Agreement; provided, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Asset Status Report or Major Decision; provided, further, that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Borrowers if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction), but may in no event take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection.

 

“Operating Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or expenses of the Trust Fund payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating Advisor Consulting Fee).

 

“Operating Advisor Fee”: The fee payable to the Operating Advisor pursuant to Section 6.11(j).

 

“Operating Advisor Fee Rate”: With respect to each Certificate Interest Accrual Period related to any Distribution Date, a rate equal to 0.0023% per annum.

 

“Operating Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust Fund and in the best interest of and for the benefit of the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) and not for the benefit of any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates may have with any Borrower, any Manager of a Mortgaged Property, any guarantor, the Sponsors, the Depositor, the Master Servicer, the Special Servicer, the Directing Holder or any of their respective Affiliates.

 

“Operating Advisor Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

 

(a)       any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the holders of Non-Reduced Certificates having greater than 25% of the aggregate Voting Rights, provided that with respect to any such failure which is not curable within such thirty (30) day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial

 




-48-



 



 

thirty (30) day period and has provided the Trustee and the Certificate Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

 

(b)       any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard, which failure continues unremedied for a period of thirty (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 Advisor by any party to this Agreement;

 

(c)       any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor by any party to this Agreement;

 

(d)      a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;

 

(e)       the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or

 

(f)       the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

 

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Special Servicer or the Master Servicer, as the case may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion of counsel relating to (a) qualification of either Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any income or property of either Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”), or (c) a resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04(b) of this Agreement, must be an opinion of counsel who is Independent of the Depositor, the Master Servicer and the Special Servicer.

 

“Originator”: Each of DBRI, BANA, JPMCB and 3650 Cal Bridge, in its capacity as co-originator of the Whole Loan under the Loan Agreement.

 




-49-



 



 

“Other Asset Representations Reviewer”: The applicable other “asset representations reviewer” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

 

“Other Depositor”: With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation AB).

 

“Other Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act and for the purposes of Section 11.07, Section 11.08, Section 11.09 and Section 11.16 only, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this Agreement.

 

“Other Pooling and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust.

 

“Other Securitization Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.

 

“Other Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

 

“Other Special Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

 

“Other Sponsors”: GACC, BANA and JPMCB.

 

“Other Trustee”: The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

 

“Ownership Interest”: Any record or beneficial interest in a Class R or Class LR Certificate.

 

“PACE Loan”: Any (x) “Property-Assessed Clean Energy loan” or (y) other indebtedness, without regard to the name given to such indebtedness, which is (i) incurred for improvements to a Mortgaged Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments against such Mortgaged Property.

 




-50-



 



 

“P&I Advance”: Any advance made by the Master Servicer or the Trustee pursuant to Section 4.07 of this Agreement. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to and without duplication, payment or reimbursement of interest thereon at the Advance Rate. Neither the Master Servicer nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on the Companion Loan.

 

“P&I Advance Determination Date”: With respect to the Distribution Date, the second Business Day prior to such Distribution Date.

 

“Pass-Through Rate”: With respect to each Class of Regular Certificates, the rate for such Class as set forth below.

 

	
Class 

	
 

	
Pass-Through Rate 


	
Class A

	
 

	
Class A Pass-Through Rate


	
Class X

	
 

	
Class X Pass-Through Rate


	
Class B

	
 

	
Class B Pass-Through Rate


	
Class C

	
 

	
Class C Pass-Through Rate


	
Class D

	
 

	
Class D Pass-Through Rate


	
Class HRR

	
 

	
Class HRR Pass-Through Rate




 

With respect to each Class of Lower-Tier Regular Interests, the Net Mortgage Rate.

 

“Paying Agent”: The paying agent appointed pursuant to Section 5.04 of this Agreement.

 

“PCAOB”: The Public Company Accounting Oversight Board.

 

“Penalty Charges”: With respect to the Whole Loan (or successor REO Loan), any amounts collected thereon from the Borrowers that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any Prepayment Charge.

 

“Percentage Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (except the Class R and Class LR Certificates), the percentage interest is equal to the initial denomination of such Certificate as of the Closing Date divided by the initial Certificate Balance or Notional Amount, as applicable, of such Class of Certificates. With respect to any Class R or Class LR Certificate, the percentage interest is set forth on the face thereof.

 

“Performing Loan”: The Whole Loan if it is not a Specially Serviced Loan or REO Loan.

 

“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Due Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

 




-51-



 



 

(i)        direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations that satisfy the Applicable Fitch Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating, and the Applicable DBRS Morningstar Permitted Investment Rating;

 

(ii)       repurchase agreements on obligations specified in clause (a) of this definition, with a party agreeing to repurchase such obligations that, in each case, satisfy the Applicable DBRS Morningstar Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating, and the Applicable Fitch Permitted Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities);

 

(iii)      federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof, that, in each case, satisfy the Applicable DBRS Morningstar Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating, and the Applicable Fitch Permitted Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities);

 

(iv)      commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) provided, further that such investments, in each case, satisfy the Applicable DBRS Morningstar Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating, and the Applicable Fitch Permitted Investment Rating (or, in the case of any such Rating Agency, such lower

 




-52-



 



 

rating as is the subject of a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities);

 

(v)       (1) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Money Market Funds) so long as any such fund is rated “Aaa-mf” by Moody’s and in the highest category by Fitch or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities by such Rating Agency and DBRS Morningstar, and (2) units of money market funds that (A) have substantially all of its assets invested continuously in the types of investments referred to in clause (a) above, (B) has net assets of not less than $5,000,000,000, and (C) has a rating of “Aaa-mf” by Moody’s and in the highest category by Fitch and the highest rating obtainable from DBRS Morningstar (or, if not rated by such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs); and;

 

(vi)      any other demand, money market or time deposit, demand obligation or any other obligation, security or investment, provided that the Master Servicer, Special Servicer or Certificate Administrator, as applicable, has received a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities. 

 

Notwithstanding the foregoing, “Permitted Investments” (i) shall be limited to investments that have an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript, and unsolicited ratings; (ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; and (iii) shall exclude any investment where the right to receive principal and interest derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index. No investment shall be made that requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder. Permitted Investments may not be purchased at a price in excess of par.

 

“Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, customary title agency fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to the Whole Loan or REO Property.

 

“Permitted Transferee”: With respect to a Class R or Class LR Certificate, any Person or agent thereof that is a Qualified Institutional Buyer or an Affiliated Person, other than (a) a Disqualified Organization, (b) a Person that is a Disqualified Non-U.S. Person, (c) any other

 




-53-



 



 

Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R or Class LR Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (d) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Disqualified Non-U.S. Person or (e) a U.S. Person with respect to whom income on the Class R or Class LR Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Person.

 

“Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

“Plan”: As defined in Section 5.02(k) of this Agreement.

 

“Prepayment Assumption”: The assumption that the Trust Loan does not prepay prior to its Maturity Date.

 

“Prepayment Charges”: Any prepayment premium, spread maintenance premium, yield maintenance premium or similar fee required to be paid under the Loan Documents in connection with a Principal Prepayment in respect of the Trust Loan and which are intended to compensate the mortgagee for an early and unscheduled receipt of principal. Any breakage costs payable to the “lender” (as such term is used in the related Loan Documents) under the Whole Loan and actually collected from the Borrowers in connection with a Principal Prepayment during or after a “lockout” period shall constitute Prepayment Charges.

 

“Prepayment Interest Excess”: With respect to any Distribution Date, if the Whole Loan was subject to Principal Prepayment in full or in part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to the Whole Loan, in each case after the Due Date in the related Collection Period and on or prior to the close of business on the Business Day prior to the related Servicer Remittance Date, the aggregate amount of interest (net of any Excess Interest) accrued at the Mortgage Rate on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation Proceeds and Condemnation Proceeds after the Due Date in the related Collection Period and accruing in the manner set forth in the Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard to any Prepayment Charges actually collected).

 

“Prepayment Interest Shortfall”: With respect to any Distribution Date, if the Whole Loan was subject to a Principal Prepayment in full or in part which did not include a full month’s interest during the related Collection Period, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to the Whole Loan, in each case on or prior to the Due Date in the related Whole Loan Interest Accrual Period preceding such Distribution Date, the shortfall in the amount of interest (net of any Excess Interest) that would have accrued and been

 




-54-



 



 

payable through the end of the Whole Loan Interest Accrual Period at the Mortgage Rate on the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds had such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds not been made (without regard to any Prepayment Charges actually collected).

 

“Pricing Date”: October 22, 2021.

 

“Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

 

“Principal Balance Certificates”: The Class A, Class B, Class C, Class D and Class HRR Certificates.

 

“Principal Distribution Amount”: For any Distribution Date, an amount equal to (i) the sum of (without duplication and to the extent not already included in the Principal Distribution Amount, if any, for the prior Distribution Date and other than amounts received with respect to the Trust Loan as recoveries of Realized Losses):

 

(A)      the principal component, if any, of the scheduled Monthly Payment (other than any Balloon Payment) due on the Trust Loan on the Due Date in the related Collection Period (if received during the related Collection Period or advanced);

 

(B)      the principal component, if any, of the Assumed Scheduled Payment deemed due on the Due Date in the related Collection Period (if received during the related Collection Period or advanced) with respect to the Trust Loan if it is delinquent in respect of its Balloon Payment;

 

(C)      the Stated Principal Balance of the Trust Loan if it was, during the Collection Period, repurchased from the Trust Fund in connection with a Breach or Defect pursuant to Section 2.03 of this Agreement, purchased from the Trust Fund pursuant to Section 3.16 of this Agreement, or purchased from the Trust Fund pursuant to Section 9.01 of this Agreement;

 

(D)      the portion of Unscheduled Payments allocable to principal of the Trust Loan received during the Collection Period;

 

(E)      the principal component of any Balloon Payment and any other principal payment on the Trust Loan received on or after the Maturity Date thereof, to the extent received during the Collection Period;

 




-55-



 



 

(F)       all other Principal Prepayments on the Trust Loan received in the related Collection Period;

 

(G)      any indemnification payment made by any Trust Loan Seller as a result of a Material Breach or Material Document Defect pursuant to Section 2.03(e) of this Agreement to the extent that such amount was transferred into the Collection Account pursuant to Section 3.05(a)(xi) of this Agreement during the related Collection Period;

 

(H)      any other full or partial recoveries in respect of principal of the Trust Loan, including Net Insurance Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and Net REO Proceeds received in the related Collection Period; and

 

(I)       the principal component of any late Monthly Payments or Unscheduled Payments on the Trust Loan received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date;

 

as reduced by (ii) the principal portion of all previously unreimbursed P&I Advances that are paid or reimbursed from the principal collections on the Trust Loan described in clause (i) of this definition.

 

The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

 

“Principal Prepayment”: Any payments of principal made by the Borrowers on the Whole Loan or Trust Loan, as applicable, that are received in advance of its scheduled Due Date and which are not accompanied by an amount of interest representing the full amount of scheduled interest due with respect to the related Whole Loan Interest Accrual Period. Principal Prepayments include any payment of principal on the Whole Loan that is made out of remaining funds in the Cash Management Account in accordance with the Loan Agreement and the Co-Lender Agreement.

 

“Privileged Information”: Any (i) correspondence or other communications between the Directing Holder (or the Controlling Class) on the one hand, and the Special Servicer (or the Master Servicer), on the other hand, related to the Whole Loan if the Whole Loan becomes a Specially Serviced Loan or the exercise of the consent or consultation rights of the Directing Holder under this Agreement and the Co-Lender Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the Borrowers or other interested party and (iii) information subject to attorney-client privilege; provided that the summary of any Final Asset Status Report prepared pursuant to this Agreement is deemed not to be Privileged Information (although no such summary shall be made available to any Borrower Related Party).

 

“Privileged Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors,

 




-56-



 



 

taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is required by law to disclose such information.

 

“Privileged Person”: A party to this Agreement, a Trust Loan Seller, a Rating Agency, a designee of the Depositor (including any financial market publisher), an Initial Purchaser, the Directing Holder (but only during any Subordinate Control Period and any Subordinate Consultation Period), a Companion Loan Holder or any other person who delivers a certification substantially in the form of Exhibit CC, any other person who delivers to the Certificate Administrator an Investor Certification (which may be provided by the Certificate Administrator upon request) and any NRSRO that delivers an NRSRO Certification to the 17g-5 Information Provider substantially in the form of Exhibit O to this Agreement, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website in a “click-through” format. For purposes of obtaining information or access to the Certificate Administrator’s Website, each Borrower Related Party shall be prohibited from obtaining such information or access pursuant to the terms of this Agreement (other than the Distribution Date Statement) and will not be considered Privileged Persons.

 

“Prohibited Party”: Any proposed Servicing Function Participant (i) that is listed on the Depositor’s Do Not Hire List or (ii) for which the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee that seeks to retain such Servicing Function Participant has actual knowledge obtained by written notice or through actual experience that such party at any point prior to such hiring, assignment or transfer failed to comply with the Servicing Function Participant’s reporting obligations under Regulation AB with respect to any other securitization.

 

“Property Advance”: Any advance made by the Master Servicer or the Trustee, as applicable, in respect of Property Protection Expenses or any expenses incurred to protect, preserve and enforce the security for the Whole Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged Properties, to the extent the making of any such advance is specifically provided for in this Agreement, including, but not limited to, any advance made pursuant to Section 3.02 or Section 3.21 of this Agreement, as applicable. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate. Notwithstanding anything to the contrary, “Property Advance” shall not include allocable overhead of the Master Servicer or the Special Servicer, as applicable, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of the Whole Loan or REO Property.

 

“Property Protection Expenses”: Any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), Section 3.16(c) or Section 3.24(a) of this Agreement or indicated herein as being payable as a Property Advance or as a cost or expense of the Trust Fund and the Companion Loan Holder but subject to the provisions of Section 1.02(e) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account.

 




-57-



 



 

“PTCE”: Prohibited Transaction Class Exemption.

 

“Qualified Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer or the Special Servicer, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests in the Master Servicer or the Special Servicer, as applicable.

 

“Qualified Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.

 

“Qualified Insurer”: As used in Section 3.08 of this Agreement:

 

(i)      an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A (low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by at least one NRSRO (which may include Moody’s and Fitch)), (b) at least “A-” by Fitch (or, if not rated by Fitch, an equivalent (or higher) rating by at least one NRSRO (which may include DBRS Morningstar and Moody’s)), and (c) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent (or higher) rating by at least one NRSRO (which may include Fitch and/or DBRS Morningstar));

 

(ii)      in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d) of this Agreement, a company that shall have a claims paying ability rated at least equal to any one of the following: (1) “A-” or better by S&P, (2) “A3” or better by Moody’s, (3) “A-” or better by Fitch, (4) “A (low)” or better by DBRS Morningstar, (5) “A-:X” or better by A.M. Best or (6) an equivalent rating by KBRA; and

 

(iii)     in the case of clauses (i) and (ii), such other rating as to which a No Downgrade Confirmation has been obtained from each Rating Agency and, if applicable, each rating agency relating to a Companion Loan Securitization for which the minimum rating set forth in the applicable clause is not satisfied.

 

“Qualified Manager”: As defined in the Loan Agreement.

 

“Qualified Mortgage”: An obligation that is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage), or any substantially similar successor provision.

 

“Qualified Replacement Special Servicer”: A replacement Special Servicer (i) that is a Qualified Servicer, (ii) that is not the Operating Advisor or an affiliate of the Operating Advisor, (iii) that is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, or (y) for

 




-58-



 



 

the appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) that is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement Special Servicer, (v) that is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders, and (vi) is a Qualified Servicer.

 

“Qualified Servicer”: As defined in Section 3.30 of this Agreement.

 

“Rated Final Distribution Date”: With respect to the Regular Certificates, the Distribution Date in November 2046.

 

“Rating Agency”: Any of Fitch and DBRS Morningstar.

 

“Rating Agency Q&A Forum and Document Request Tool”: As defined in Section 3.14(d) of this Agreement.

 

“Realized Loss”: With respect to any Distribution Date, the amount, if any, by which the aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions of principal on such Distribution Date exceeds the Stated Principal Balance of the Trust Loan immediately following the Determination Date preceding such Distribution Date.

 

“Record Date”: With respect to each Distribution Date, the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs.

 

“Regular Certificates”: The Class A, Class X, Class B, Class C, Class D and Class HRR Certificates.

 

“Regular Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to, (i) for any Class of Principal Balance Certificates, interest for the related Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Class on the related Certificate Balance immediately prior to such Distribution Date; and (ii) for the Class X Certificates, interest for the related Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Class on the related Notional Amount immediately prior to such Distribution Date.

 

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein.

 

“Regulation D”: Regulation D under the Act.

 

“Regulation S”: Regulation S under the Act.

 


 




-59-



 



 

“Regulation S Global Certificate”: Each of the Class A, Class X, Class B, Class C and Class D Certificates issued as such on the Closing Date and registered in the name of a nominee of the Depository, interest in which is to be held by Regulation S Investors.


 

“Regulation S Investor”: With respect to a transferee of an interest in a Regulation S Global Certificate, a transferee that acquires such interest pursuant to Regulation S.

 

“Regulation S Transfer Certificate”: As defined in Section 5.02(c)(i)(B) of this Agreement.

 

“Relevant Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer and the Special Servicer, on Schedule I to this Agreement). For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant based on the functions it has been engaged to perform.

 

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code and the REMIC Provisions.

 

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

 

“Remittance Amount”: For each distribution date that a Master Servicer is required to make a distribution to the Companion Loan Holders pursuant to Section 3.05(h), the amounts received by the Master Servicer (or, with respect to a Serviced REO Property, the Special Servicer) during the related Collection Period pursuant to the Co-Lender Agreement and available for payment after withdrawals from the Collection Account payable to the Companion Loan Holder(s) pursuant to the Co-Lender Agreement.

 

“Rents from Real Property”: With respect to the REO Property, gross income of the character described in Section 856(d) of the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:

 

(a)       except as provided in Section 856(d)(4) of the Code or (6), any amount received or accrued, directly or indirectly, with respect to the REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);

 

(b)       any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a ten percent or greater

 




-60-



 



 

interest in such Person determined in accordance with Sections 856(d)(2)(B) of the Code and (d)(5) of the Code;

 

(c)       any amount received or accrued, directly or indirectly, with respect to the REO Property if any Person Directly Operates the REO Property;

 

(d)       any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as the REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and

 

(e)       rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of the REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.

 

“REO Account”: As defined in Section 3.15(b) of this Agreement.

 

“REO Loan”: The Whole Loan if the Mortgaged Properties have become an REO Property.

 

“REO Proceeds”: With respect to the REO Property and the REO Loan, all revenues received by the Special Servicer with respect to the REO Property or REO Loan which do not constitute Liquidation Proceeds.

 

“REO Property”: The Mortgaged Properties, if title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure, deed-in-lieu of foreclosure or otherwise.

 

“Reporting Servicer”: The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and each Servicing Function Participant.

 

“Repurchase Communication”: For purposes of Section 2.03(d) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.

 

“Repurchase Price”: With respect to the Trust Loan if it is to be repurchased or purchased pursuant to Section 2.03(e) or Section 9.01 of this Agreement, or if the Trust Loan becomes a Specially Serviced Loan or REO Loan that is to be sold pursuant to Section 3.16 of this Agreement, an amount, calculated by the Master Servicer or the Special Servicer, as applicable, equal to:

 

(a)       the outstanding principal balance of the Trust Loan as of the date of purchase; plus

 

(b)       all accrued and unpaid interest on the Trust Loan at the Trust Loan Rate in effect from time to time, to but not including the Due Date in the month of purchase (or, in the case of a purchase occurring after the Determination Date in the related month, to but

 




-61-



 



 

not including the Due Date in the month immediately succeeding such purchase), but excluding any yield maintenance or other prepayment penalty; plus

 

(c)       all related unreimbursed Property Advances and Administrative Advances plus accrued and unpaid interest on related Advances at the Advance Rate, and all Special Servicing Fees and Workout Fees allocable to the Trust Loan; plus

 

(d)       any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to the Trust Loan or Specially Serviced Loan; plus

 

(e)       all Additional Trust Fund Expenses; plus

 

(f)       if the Trust Loan (or REO Loan), or a portion thereof, is being purchased by a Trust Loan Seller pursuant to the related Trust Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account, plus accrued and unpaid interest thereon at the Advance Rate, to the extent payable to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee.

 

For purposes of this Agreement, the “Repurchase Price” (i) in respect of a Companion Loan that is purchased by the Trust Loan Seller shall be the repurchase price paid by the related Trust Loan Seller under the related Other Pooling and Servicing Agreement or the applicable servicing agreement and (ii) with respect to a sale of an REO Property, the term Whole Loan or REO Loan shall be construed to include the Companion Loan.

 

“Repurchase Request”: As defined in Section 2.03(d) of this Agreement.

 

“Repurchase Request Recipient”: As defined in Section 2.03(d) of this Agreement.

 

“Repurchase Request Rejection”: As defined in Section 2.03(d) of this Agreement.

 

“Repurchase Request Withdrawal”: As defined in Section 2.03(d) of this Agreement.

 

“Request for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to this Agreement.

 

“Requesting Party”: As defined in Section 3.30(a) of this Agreement.

 

“Reserve Accounts”: Reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be a sub-account of a related Cash Collateral Account. Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income

 




-62-



 



 

or gain thereon in accordance with the terms and provisions of the Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under the Loan Documents for the Whole Loan.

 

“Residual Certificates”: The Class R and Class LR Certificates, collectively.

 

“Resolution Extension Period”:

 

(a)       For purposes of remediating a Material Breach with respect to the Trust Loan, the 90-day period following the end of the applicable Initial Resolution Period;

 

(b)       For purposes of remediating a Material Document Defect with respect to the Trust Loan, if it is not a Specially Serviced Loan at the commencement of, and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the end of such Initial Resolution Period and (ii) the 45th day following the Trust Loan Sellers’ receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect to the Trust Loan subsequent to the end of such Initial Resolution Period;

 

(c)       For purposes of remediating a Material Document Defect with respect to the Trust Loan, if it is a not a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day following the earlier of the end of such Initial Resolution Period and the Trust Loan Sellers’ receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and

 

(d)       For purposes of remediating a Material Document Defect with respect to the Trust Loan, if it is a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the Trust Loan Sellers did not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.

 

“Responsible Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate trust

 




-63-



 



 

officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such list may from time to time be amended.

 

“Restricted Certificate”: As defined in Section 5.02(k) of this Agreement.

 

“Restricted Holder”: Any Certificateholder, beneficial owner of a Certificate or prospective purchaser of a Certificate (whether legally, beneficially or otherwise) or any other person that as of the time of the events in clauses (a) and (b) below is also a holder of a related mezzanine loan (or any affiliate or agent thereof) or an owner in any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or a beneficial owner of any securities collateralized by a related mezzanine loan) (a) as to which an event of default has occurred under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder to accelerate such mezzanine loan, or (b) as to which foreclosure or enforcement proceedings against the related collateral have been initiated (and in respect of which, the Special Servicer has received notice thereof).

 

“Restricted Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which the Certificates are first offered to institutions that are persons other than the Initial Purchasers and any other distributor (as defined in Regulation S) of the Certificates and (b) the Closing Date.

 

“Retaining Party”: 3650 Cal Bridge Cambridge Crossing LLC, a majority-owned affiliate (as defined under the Credit Risk Retention Rules) of the Retaining Sponsor, or any successor Holder of all or part of the Class HRR Certificates.

 

“Retaining Sponsor”: 3650 Cal Bridge, acting as retaining sponsor as such term is defined in the Credit Risk Retention Rules.

 

“Risk Retained Certificates”: The Class HRR Certificates.

 

“Rule 144A”: Rule 144A under the Act.

 

“Rule 144A Global Certificate”: Each of the Class A, Class X, Class B, Class C and Class D Certificates issued as such on the Closing Date and registered in the name of a nominee of the Depository, interest in which is to be held by Qualified Institutional Buyers.

 

“Rule 15Ga-1 Notice”: As defined in Section 2.03(d) of this Agreement.

 

“Rule 15Ga-1 Notice Provider”: As defined in Section 2.03(d) of this Agreement.

 

“Sarbanes Oxley Act” means the Sarbanes Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

 




-64-



 



 

“Sarbanes-Oxley Certification”: With respect to an Other Securitization Trust, the certification required to be filed together with such Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.

 

“S&P”: S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest, or any successor thereto. If neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the other parties hereto and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“Securities Legend”: As defined in Section 5.02(c)(iii) of this Agreement.

 

“Senior Non-Trust Notes”: The Companion Loans.

 

“Senior Notes”: The Senior Trust Notes and the Senior Non-Trust Notes.

 

“Senior Trust Notes”: Promissory Note A-1-1, Promissory Note A-2-1, Promissory Note A-3-1 and Promissory Note A-4-1 in the aggregate principal amount of $285,000,000.

 

“Service(s)(ing)”: In accordance with Regulation AB, the act of servicing and administering the Trust Loan or any other assets of the Trust by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is referenced in the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.

 

“Servicer Remittance Date”: With respect to any Distribution Date, the Business Day preceding such Distribution Date.

 

“Servicer Termination Event”: A Master Servicer Termination Event or Special Servicer Termination Event, as applicable.

 

“Servicing Compensation”: With respect to any Collection Period, the related Servicing Fee, Prepayment Interest Excess (if any and to the extent any such Prepayment Interest Excess exceeds the amount of any Prepayment Interest Shortfalls) and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.

 

“Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time.

 

“Servicing Fee”: With respect to the Trust Loan or the Whole Loan, as the case may be, and for any Distribution Date, an amount per Certificate Interest Accrual Period equal to interest at the Servicing Fee Rate accrued on the Stated Principal Balance of the Trust Loan or the Whole Loan, as the case may be, as of the Due Date immediately preceding such Distribution Date (without giving effect to payments of principal on the Trust Loan or the Whole Loan, as the case may be, on such Due Date). The Servicing Fee shall be calculated in accordance with the

 




-65-



 



 

provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Servicing Fee shall be deemed for tax purposes as paid from the Lower-Tier REMIC.

 

“Servicing Fee
Rate”: (a) With respect to the Trust Loan, a master servicing fee rate equal to 0.0075% per annum, and (b) with respect
to the Whole Loan, a primary servicing fee rate equal to 0.0060% per annum.

 

“Servicing File”: As defined in the Trust Loan Purchase Agreements.

 

“Servicing Function Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee, that, within the meaning of Item 1122 of Regulation AB, is performing activities that address the Servicing Criteria, unless the Master Servicer has assumed responsibility for the servicing activity, as provided for under Regulation AB.

 

“Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration and servicing of the Trust Loan and/or a Companion Loan, or this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the Operating Advisor, the Certificate Administrator and the Trustee by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.

 

“Servicing Standard”: With respect to the Master Servicer (with respect to the Whole Loan while it is not a Specially Serviced Loan or REO Loan) and the Special Servicer (with respect to the Specially Serviced Loan or REO Loan) (in each case, directly or through one or more sub-servicers), to diligently service and administer the Whole Loan, Specially Serviced Loan or REO Loan for which each is responsible in the best interests of and for the benefit of all of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender), as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment, in accordance with applicable law, the terms of this Agreement, the Loan Documents and the Co-Lender Agreement, and, to the extent not inconsistent with the foregoing, in accordance with the higher of the following standards of care:

 

(a)       the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing their own mortgage loans with a view to the timely recovery of all payments of principal and interest under the Whole Loan or, if the Whole Loan is a Defaulted Mortgage Loan, the maximization of timely recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, in the event the Loan Documents are silent, at the Calculation Rate) on the Whole Loan, and the best interests of the Trust and the Certificateholders and

 




-66-



 



 

the Companion Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender), as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment; and

 

(b)       the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers commercial and multifamily mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may be, with a view to the timely recovery of all payments of principal and interest under the Whole Loan or, if the Whole Loan is a Defaulted Mortgage Loan, the maximization of timely recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, in the event the Loan Documents are silent, at the Calculation Rate) on the Whole Loan, and the best interests of the Trust and the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender), as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment, but without regard to any potential conflict of interest arising from: (a) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with any Borrower, the Trust Loan Sellers, the Companion Loan Holders, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate, the Companion Loan, or any mezzanine loan related to the Whole Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer; (c) the Master Servicer’s obligation to make Advances; (d) the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (e) the ownership, servicing or management for others of the mezzanine loan or any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; and (f) any debt that the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable, has extended to the Borrowers or any Affiliate of a Borrower (including, without limitation, any mezzanine financing).

 

“Servicing Transfer Event”: An event specified in the definition of Specially Serviced Loan.

 

“Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year), the date that is 15 days after the distribution date under the related Other Pooling and Servicing Agreement occurring on or immediately following the 30th day after the end of such calendar quarter.

 

“Significant Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end of such calendar year.

 

“Similar Law”: As defined in Section 5.02(k) of this Agreement.

 




-67-



 



 
“Sole Certificateholder”: Any Holder (or Holders, provided they act in unanimity) holding 100% of the then outstanding Certificates (excluding the Class R and Class LR Certificates), or an assignment of the Voting Rights thereof.

 

“Special Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c) of this Agreement, (b) notice of any request by at least 25% of the Voting Rights allocable to the Principal Balance Certificates to terminate and replace the Special Servicer pursuant to Section 3.22(b) of this Agreement and (c) notice of any request by at least 15% of the Voting Rights allocable to the Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section 6.11(m).

 

“Special Servicer”: Situs Holdings, LLC, a Delaware limited liability company, or if any successor special servicer is appointed as herein provided, such successor special servicer.

 

“Special Servicer Termination Event”: As defined in Section 7.01(b) of this Agreement.

 

“Special Servicing Compensation”: With respect to the Whole Loan, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due to the Special Servicer.

 

“Special Servicing Fee”: With respect to a Specially Serviced Loan (or REO Loan) for each calendar month (or portion thereof), the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined using the same interest accrual methodology that is applied with respect to the Whole Loan Rate for such Specially Serviced Loan or REO Loan for such month) multiplied by the Stated Principal Balance of such Specially Serviced Loan as of the Due Date (without giving effect to all payments of principal on such Specially Serviced Loan or REO Loan on such Due Date) immediately preceding the applicable Distribution Date (or, in the event that a Principal Prepayment in full or an event described in clauses (i)-(vii) under the definition of Liquidation Proceeds has occurred with respect to a Specially Serviced Loan or REO Loan on a date that is not a Due Date, on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding the date of such Principal Prepayment or Liquidation Proceeds event in a month consisting of 30 days). For the avoidance of doubt, the Special Servicing Fee shall be deemed for tax purposes as paid from the Lower-Tier REMIC.

 

“Special Servicing Fee Rate”: A rate equal to 0.25% per annum.

 

“Specially Serviced Loan”: Subject to Section 3.23 of this Agreement, the Whole Loan if:

 

(a)          a payment default shall have occurred on the Whole Loan at its Maturity Date or, if the Maturity Date of the Whole Loan has been extended in accordance with this Agreement, a payment default occurs on the Whole Loan at such extended Maturity Date; provided that if (A) the Borrowers are diligently seeking a refinancing commitment or sale of the Mortgaged Properties (and delivers a statement to that effect, within 30 days after such default, to the Master Servicer, which shall promptly deliver a copy to the Special Servicer), (B) the Borrowers continue to make their Assumed Scheduled Payment, and

 


 



-68-



 



 

(C) no other Servicing Transfer Event shall have occurred with respect to the Whole Loan, a Servicing Transfer Event will not occur until 60 days beyond the Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents, this Agreement and the Co-Lender Agreement; and provided, further, that if the Borrowers deliver to the Master Servicer (which shall promptly deliver a copy to the Special Servicer) on or before the 60th day after the related Maturity Date, a refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document, in each case from a lender reasonably acceptable to the Master Servicer, or a signed purchase agreement reasonably acceptable to the Master Servicer, and the Borrowers continue to make their Assumed Scheduled Payments (and no other Servicing Transfer Event shall have occurred with respect to the Whole Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date or extended Maturity Date and (2) the termination of such refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document;

 

(b)          any Monthly Payment (other than a Balloon Payment) or any amount due on a monthly basis as an Escrow Payment or reserve fund deposit, is 60 days or more delinquent;

 

(c)          the Master Servicer or Special Servicer determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default or (y) any other default that is likely to impair the use or marketability of the Mortgaged Properties or the value of the Mortgaged Properties as security for the Whole Loan is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to be cured by the Borrowers within 60 days or, except as provided in clause (a) above, in the case of a Balloon Payment, for at least 30 days;

 

(d)          a Borrower has become a subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs;

 

(e)          a Borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Borrower of or relating to all or substantially all of its property;

 

(f)           a Borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations;

 


 



-69-



 



 

(g)          a default, of which the Master Servicer or the Special Servicer has notice (other than a failure by a Borrower to pay principal or interest) and that in the opinion of the Master Servicer or Special Servicer materially and adversely affects the interests of the Certificateholders or the Companion Loan Holders, occurs and remains unremedied for the applicable grace period specified in the Loan Documents (or if no grace period is specified for those defaults which are capable of cure, 60 days);

 

(h)          the Master Servicer or the Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the Mortgaged Properties; or

 

(i)           the Master Servicer or the Special Servicer receives actual notice that a Borrower has violated any “due-on-sale” or “due-on-encumbrance” provision in the related Loan Documents;

 

provided, however, that the Whole Loan will cease to be a Specially Serviced Loan (a “Corrected Mortgage Loan”) (i) with respect to the circumstances described in clauses (a) and (b) above, when the Borrowers have brought the Whole Loan current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of the Whole Loan, (ii) with respect to the circumstances described in clauses (c), (d), (e), (f) and (h) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer, or (iii) with respect to the circumstances described in clauses (g) and (i) above, when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as described above) that would cause the Whole Loan to continue to be characterized as a Specially Serviced Loan.

 

“Sponsors”: The Trust Loan Sellers.

 

“Startup Day”: In the case of the Upper-Tier REMIC and Lower-Tier REMIC, the day designated as such pursuant to Section 2.06(a) of this Agreement.

 

“Stated Principal Balance”: With respect to the Trust Loan, the Companion Loan or the Whole Loan, on any date of determination, the principal balance as of the Cut-off Date of such Trust Loan, Companion Loan or Whole Loan, as reduced (to not less than zero) on each Distribution Date by (i) all payments (or P&I Advances or Companion Loan Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 of this Agreement to, principal of or with respect to such Trust Loan, Companion Loan or Whole Loan, as applicable, that are distributed to Certificateholders on such Distribution Date or Companion Loan Holders on the related remittance date in the same calendar month as such Distribution Date or applied to any other payments required under this Agreement or the Co-Lender Agreement on or prior to such Distribution Date, and (ii) any principal forgiven by the Special Servicer and other principal losses realized in respect of such Trust Loan, Companion Loan or Whole Loan during the related Collection Period.

 

The Trust Loan or the REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are received, would have been)

 


 



-70-



 



 

distributed to Certificateholders. The Stated Principal Balance of the Whole Loan with respect to which the Master Servicer or Special Servicer has made a Final Recovery Determination is zero.

 

“Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Whole Loan but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Whole Loan under the direction or authority of the Master Servicer or a Servicing Function Participant.

 

“Sub-Servicer”: Any Person engaged by the Master Servicer, the Special Servicer, the Custodian or the Certificate Administrator to perform Servicing with respect to the Whole Loan or REO Loan.

 

“Sub-Servicing Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of the Whole Loan as provided in Section 3.01(c) of this Agreement.

 

“Subordinate Consultation Period”: Any period when both (i) the Certificate Balance of the Class HRR Certificates (taking into account the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan to notionally reduce the Certificate Balance of such Certificates) is less than 25% of the initial Certificate Balance of the Class HRR Certificates and (ii) the Certificate Balance of the Class HRR Certificates (without regard to the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Class HRR Certificates) is at least 25% of the initial Certificate Balance of the Class HRR Certificates. If the Directing Holder or the Majority Controlling Class Certificateholder become a Borrower Related Party, a Subordinate Consultation Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that has become a Borrower Related Party pursuant to Section 3.22(f)).

 

“Subordinate Control Period”: Any period when the Certificate Balance of the Class HRR Certificates (taking into account the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan to notionally reduce the Certificate Balance of such Certificates) is at least 25% of the initial Certificate Balance of the Class HRR Certificates; provided that if at any time the Certificate Balances of the Class A, Class B, Class C and Class D Certificates have been reduced to zero as a result of the allocation of principal payments on the Trust Loan, then a Subordinate Control Period shall be deemed to then be in effect. If the Directing Holder or the Majority Controlling Class Certificateholder become a Borrower Related Party, a Subordinate Control Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that has become a Borrower Related Party pursuant to Section 3.22(f)).

 

“Successor Third Party Purchaser”: A third party purchaser (as contemplated by the Credit Risk Retention Rules) that acquires all of the Class HRR Certificates from the Retaining Sponsor or a majority-owned affiliate (as defined in the Credit Risk Retention Rules) thereof in

 


 



-71-



 



 

compliance with this Agreement, the Credit Risk Retention Agreement, an eligible subsequent credit risk retention agreement and Rule 7 of the Credit Risk Retention Rules.

 

“Tax Returns”: The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal law or Applicable State and Local Tax Law.

 

“Terminated Party”: As defined in Section 7.01(d) of this Agreement.

 

“Terminating Party”: As defined in Section 7.01(d) of this Agreement.

 

“Termination Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.

 

“Third Party Appraiser”: A Person performing an Appraisal.

 

“Third Party Reports”: With respect to each Mortgaged Property, the related Appraisal, Phase I Environmental Report, seismic report (if any), engineering report, structural report, property condition report or similar report, if any.

 

“Transfer”: Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R or Class LR Certificate.

 

“Transferee Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.

 

“Transferor Certificate”: As defined in Section 5.02(l)(ii) of this Agreement.

 

“Transfer Restriction Period”: The period from the Closing Date to the earliest of (i) the date on which the Retaining Sponsor (or its “majority-owned affiliate” as defined in the Credit Risk Retention Rules) transfers all of the Class HRR Certificates to the Successor Third Party Purchaser in accordance with the Credit Risk Retention Agreement, (ii) the date that is the latest of: (A) the date on which the total unpaid principal balance of the Trust Loan has been reduced to 33% of the total unpaid principal balance of the Trust Loan as of the Cut-off Date; (B) the date on which the total outstanding Certificate Balance of the Certificates has been reduced to 33% of the total outstanding Certificate Balance of the Certificates as of the Closing Date; or (C) two years after the Closing Date, (iii) if the Class HRR Certificates have been transferred to a Successor Third Party Purchaser in accordance with the Credit Risk Retention Rules, the date on which all of the Trust Loan has been defeased in accordance with the applicable risk retention requirements set forth in paragraph (b)(8)(i) of §246.7 of the Credit Risk Retention Rules or (iv) subject to the consent of the Retaining Sponsor (which consent shall not be unreasonably withheld), the date on which the Credit Risk Retention Rules have been officially abolished or officially determined by the relevant regulatory authorities to be no longer applicable to this securitization or the Class HRR Certificates.

 


 



-72-



 



 

“Trust” or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of the Companion Loan Holders therein): (i) the Trust Loan, together with the Mortgage File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan due after the Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities or guaranties given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account attributable to the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account, including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (ix) a security interest in all insurance policies with respect to the Trust Loan and the Mortgaged Properties; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements with respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower). The Trust shall be named “CAMB 2021-CX2 Mortgage Trust”.

 

“Trust Ledger”: Amounts deposited in the Collection Account attributable to the Whole Loan, which are maintained pursuant to Section 3.06 of this Agreement and held on behalf of the Trustee on behalf of the Certificateholders and the Companion Loan Holders.

 

“Trust Loan”: The portion of the Whole Loan evidenced by the Senior Trust Notes and the Junior Notes, which is transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement and held in the Trust Fund. The Trust Loan originally so transferred, assigned and held is identified on the Mortgage Loan Schedule as of the Closing Date. The term “Trust Loan” also includes an REO Loan, unless the context clearly indicates otherwise.

 

“Trust Loan Purchase Agreements”: Each of the GACC Trust Loan Purchase Agreement, the BANA Trust Loan Purchase Agreement, the JPMCB Trust Loan Purchase Agreement and the 3650 Cal Bridge Trust Loan Purchase Agreement.

 

“Trust Loan Rate”: With respect to the Trust Loan and any Whole Loan Interest Accrual Period, the weighted average (based on the outstanding principal balances of the Trust Notes) of the annual rates at which interest accrues on the Trust Notes during such period (in the absence of a default), as set forth in the related Trust Notes from time to time.

 

“Trust Loan Seller Percentage Interest”: As to GACC, an approximately 59.4% interest in the Trust Loan, as to BANA, an approximately 20.4% interest in the Trust Loan, as to JPMCB, an approximately 10.2% interest in the Trust Loan and as to 3650 Cal Bridge, an approximately 10.0% interest in the Trust Loan.

 

“Trust Loan Seller Transferred Interests”: (a) In the case of GACC, the portion of the Trust Loan evidenced by Note A-1-1 and Note B-1, (b) in the case of BANA, the portion of the Trust Loan evidenced by Note A-2-1 and Note B-2, (c) in the case of JPMCB, the portion of

 


 



-73-



 



 

the Trust Loan evidenced by Note A-3-1 and Note B-3 and (d) in the case of 3650 Cal Bridge, the portion of the Trust Loan evidenced by Note A-4-1 and Note B-4.

 

“Trust Loan Sellers”: GACC, BANA, JPMCB and 3650 Cal Bridge.

 

“Trust Notes”: Collectively, as of any date of determination, the notes or other evidence of indebtedness and/or agreements evidencing the indebtedness of the Borrowers under the Trust Loan including any amendments or modifications, or any renewal or substitution note, as of such date. As of the Cut-off Date, the Senior Trust Notes and the Junior Notes constitute the Trust Notes.

 

“Trust REMICs”: The Lower-Tier REMIC and the Upper-Tier REMIC.

 

“Trustee”: Wilmington Trust, National Association, a national banking association, in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed as herein provided.

 

“Trustee/Certificate Administrator Fee”: With respect to the Trust Loan and for any Distribution Date, an amount per Certificate Interest Accrual Period equal to interest at the Trustee/Certificate Administrator Fee Rate accrued on the Stated Principal Balance of the Trust Loan as of the Due Date in the related Collection Period (without giving effect to payments of principal on the Trust Loan on such Due Date). The Trustee/Certificate Administrator Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. A monthly fee shall be paid by the Certificate Administrator to the Trustee as the Trustee’s fee, which amount shall be paid from the Trustee/Certificate Administrator Fee.

 

“Trustee/Certificate Administrator Fee Rate”: A rate equal to 0.0045% per annum.

 

“Underwriter Exemption”: With respect to (i) Deutsche Bank Securities Inc., Department of Labor Final Authorization Number 97-03E (December 9, 1996), (ii) BofA Securities, Inc., Prohibited Transaction Exemption 93-31, 58 Fed. Reg. 28,620 (May 14, 1993) and (iii) J.P. Morgan Securities LLC, Prohibited Transaction Exemption 2002-19, 67 Fed. Reg 14,979 (March 28, 2002), each as most recently amended by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.

 

“Unscheduled Payments”: With respect to the Whole Loan and a Collection Period, all Net Liquidation Proceeds, all Net Condemnation Proceeds and Net Insurance Proceeds payable under the Trust Loan or the Whole Loan, as applicable, the Repurchase Price or purchase price if the Trust Loan is repurchased or purchased pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement or by a mezzanine lender, any indemnification payment made by the Trust Loan Sellers as a result of a Material Breach or Material Document Defect pursuant to Section 2.03(e) of this Agreement and any other payments under or with respect to the Trust Loan or the Whole Loan, as applicable, not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding Prepayment Charges, if any) during such Collection Period.

 

“Updated Appraisal”: An Appraisal of the Mortgaged Properties or REO Property, as the case may be, conducted subsequent to any appraisal performed on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of which shall be paid as a

 


 



-74-



 



 

Property Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI appraiser selected by the Special Servicer.

 

“Upper-Tier Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(d) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Upper-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier Distribution Account shall be an asset of the Upper-Tier REMIC.

 

“Upper-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier Distribution Account and amounts held therein from time to time.

 

“U.S. Person”: A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).

 

“Voting Rights”: The portion of the voting rights of all Certificates that is allocated to any Certificateholder or Class of Certificateholders. At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class (other than the Class R and Class LR Certificates) shall be: (a) 98% to be allocated among the Certificateholders of the respective Classes of Principal Balance Certificates in proportion to the Certificate Balances of their Certificates, (b) 2% to be allocated among the Certificateholders of the Class X Certificates for as long as any of the Class X Certificates are outstanding, and (c) except as otherwise set forth in this Agreement with respect to any particular matter, 0%, in the case of the Class S, Class R and Class LR Certificates. Voting Rights allocated to a Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.

 

“WHFIT”: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor provisions.

 

“WHFIT Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.

 

“WHMT”: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.

 


 



-75-



 



 

“Whole Loan”: Collectively, the Trust Loan and the Companion Loan. References herein to the Whole Loan shall be construed to refer to the aggregate indebtedness under the Senior Trust Notes, the Senior Non-Trust Notes and the Junior Notes.

 

“Whole Loan Interest Accrual Period”: With respect to the Whole Loan, the period commencing on the 6th day of each calendar month during the term of the Whole Loan and ending on and including the 5th day of the next occurring calendar month.

 

“Whole Loan Rate”: With respect to the Whole Loan and any Whole Loan Interest Accrual Period, the weighted average (based on the outstanding principal balances of the Notes) of the annual rates at which interest accrues on the Notes during such period (in the absence of a default), as set forth in the Notes from time to time.

 

“Withheld Amount”: With respect to the Trust Loan and with respect to each Distribution Date occurring in January of each calendar year that is not a leap year and February of each calendar year, unless in either case such Distribution Date is the final Distribution Date, an amount equal to one day’s interest at the Net Mortgage Rate on the Stated Principal Balance as of the Due Date in the month preceding the month in which such Distribution Date occurs, to the extent that a Monthly Payment or a P&I Advance is made in respect thereof.

 

“Workout Fee”: An amount equal to 0.50% of each collection of interest and principal (including scheduled payments, prepayments (provided that a repurchase by a Trust Loan Seller of its respective Trust Loan Seller Transferred Interest in the Trust Loan due to a Material Document Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding late payment charges and Default Interest) received if the Whole Loan is a Specially Serviced Loan that becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this Agreement; provided, further, that no Workout Fee shall be payable by the Trust with respect to any Corrected Mortgage Loan if and to the extent that the Corrected Mortgage Loan (1) became a Specially Serviced Loan under clause (c) of the definition of “Specially Serviced Loan” and no event of default actually occurs, unless the Whole Loan is modified by the Special Servicer in accordance with the terms of this Agreement or the Whole Loan subsequently qualifies as a Specially Serviced Loan for a reason other than under clause (c) of the definition thereof, or (2) in connection with the purchase of a Specially Serviced Mortgage Loan that is subject to mezzanine indebtedness by the holder of the related mezzanine loan within 90 days after the first time that such holder’s option to purchase the Whole Loan becomes exercisable (provided, that for the avoidance of doubt, if there are one or more purchase notices that are delivered subsequent to the initial purchase notice, as long as the event that resulted in the first purchase notice (or the preceding purchase notice) has, within the 90-day period from the date the applicable purchase notice was given to such holder of a mezzanine loan, ceased, been cured, been waived by the Master Servicer or the Special Servicer in writing, or otherwise was no longer in effect during such period, such 90-day period will commence on the date of any subsequent purchase notice given to such holder of a mezzanine loan); provided, further that if the Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received within three (3) months following the related maturity date as a result of the Whole Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Workout Fee out of

 


 



-76-



 



 

the proceeds received in connection with such workout if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the Borrowers and retain (x) a workout fee, (y) such other fees as are provided for in the Loan Documents and (z) other appropriate fees in connection with such workout. The total amount of Workout Fees payable by the Trust with respect to the Corrected Mortgage Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that the Corrected Mortgage Loan continues to perform throughout its term in accordance with the terms of the related workout) shall be reduced by the amount of any and all Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to the Corrected Mortgage Loan; provided that the Special Servicer shall be entitled to collect such Workout Fees from the Trust until such time it has been fully paid such reduced amount. For the avoidance of doubt, the Trust Loan Sellers shall pay a Workout Fee in connection with a repurchase to the extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or was previously paid by the Trust and was not reimbursed by the Borrowers immediately prior to such repurchase. In furtherance of the foregoing, upon the Specially Serviced Loan becoming a Corrected Mortgage Loan, the Special Servicer shall provide the Master Servicer with a calculation of the total amount of Workout Fees expected to be payable by the Trust with respect to the Corrected Mortgage Loan throughout its term (which calculation shall be reasonably acceptable to the Master Servicer) and the total amount of Offsetting Modification Fees received by the Special Servicer.

 

Section 1.02       Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:

 

(a)          All calculations of interest with respect to the Whole Loan (and of Advances in respect thereof) provided for herein shall be made on Actual/360 Basis. The Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the CREFC® License Fee for the Trust Loan shall accrue on the same basis as interest accrues on the Whole Loan. Each Class of Regular Certificates will accrue interest on a 30/360 basis.

 

(b)          Any Whole Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on the Certificates and Prepayment Interest Excess, Principal Prepayments with respect to the Whole Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce the Stated Principal Balance of the Whole Loan on which interest accrues.

 

(c)          Except as otherwise provided in the Loan Documents or the Co-Lender Agreement, any amounts received in respect of the Whole Loan as to which a default has occurred and is continuing in excess of Monthly Payments shall be applied to Default Interest and other amounts due on the Whole Loan prior to the application to late fees.

 

(d)          Allocations of payments between the Trust Loan and the related Companion Loan shall be made in accordance with the Co-Lender Agreement.

 

(e)          All amounts collected by or on behalf of the Trust in respect of the Whole Loan in the form of payments from the Borrowers, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive of any amounts payable to the Companion Loan Holders pursuant

 


 



-77-



 



 

to the Co-Lender Agreement) shall be allocated to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, that absent such express provisions, all such amounts collected (exclusive of any amounts payable to the Companion Loan Holders pursuant to the Co-Lender Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Whole Loan in the following order of priority:

 

(i)           as a recovery of any unreimbursed Advances with respect to the Trust Loan or Whole Loan with respect to Property Advances or Nonrecoverable Advances and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to the Whole Loan (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections);

 

(ii)          as a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon, to the extent previously allocated to principal collections with respect to the Trust Loan or Whole Loan, as applicable;

 

(iii)         to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of accrued and unpaid interest on the Trust Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on the Trust Loan at the Trust Loan Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the Borrowers, through the related Due Date), over (B) the sum of (1) after taking into account any allocations pursuant to Section 1.02(f)(v) on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this Section 1.02(e)(iii) that (a)(x) was not advanced because of the reductions (if any) in the amount of the interest portion of the related P&I Advances for the Trust Loan that have theretofore occurred under Section 4.07(e) of this Agreement in connection with Appraisal Reduction Amounts with respect to any accrued and unpaid interest or (y) was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, but (in the case of this clause (y)) only up to the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would nonetheless not have been advanced because of the reductions in the amount of the related P&I Advances for the Trust Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest allocable to the Trust Loan;

 

(iv)         to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of principal of the Trust Loan then due and owing, including by reason of acceleration of the Trust Loan following a default thereunder (or, if the Trust Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

 

(v)          as a recovery of (a) accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of P&I Advances for the Trust Loan that have occurred under Section 4.07(e) of

 


 



-78-



 



 

this Agreement in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advances not having been made as a result of a determination that such P&I Advances would have been Nonrecoverable Advances, and (b) Accrued AB Loan Interest (in each of clause (a) and (b), to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);

 

(vi)         as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to the Whole Loan (and allocable to the Trust Loan);

 

(vii)        as a recovery of any other reserves to the extent then required to be held in escrow with respect to the Whole Loan (and allocable to the Trust Loan);

 

(viii)       as a recovery of any Prepayment Charges then due and owing under the Trust Loan;

 

(ix)         as a recovery of any late payment charges and Default Interest then due and owing under the Whole Loan (and allocable to the Trust Loan);

 

(x)          as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the Whole Loan;

 

(xi)         as a recovery of any other amounts then due and owing under the Trust Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

 

(xii)        as a recovery of any remaining principal of the Trust Loan to the extent of its entire remaining unpaid principal balance; and

 

(xiii)       after the Anticipated Repayment Date, as a recovery of any accrued and unpaid Excess Interest;

 

provided that, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Mortgaged Properties (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely on the value of real property and excluding personal property and going concern value) must be allocated to reduce the principal balance of the Whole Loan in the manner permitted by such REMIC Provisions.

 

(f)           Collections by or on behalf of the Trust in respect of the REO Property (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of the REO Property and exclusive of any amounts payable to the Companion Loan Holders pursuant to the Co-Lender Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Whole Loan in the following order of priority:

 

(i)           as a recovery of any unreimbursed Advances with respect to the Trust Loan or Whole Loan with respect to Property Advances or Nonrecoverable Advances and unpaid

 


 



-79-



 



 

interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to the Whole Loan (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections);

 

(ii)          as a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon to the extent previously allocated to principal collections with respect to the Trust Loan or Whole Loan, as applicable;

 

(iii)         to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of accrued and unpaid interest on the Trust Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on the Trust Loan at the Trust Loan Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the Borrowers, through the related Payment Date), over (ii) the sum of (1) after taking into account any allocations pursuant to Section 1.02(f)(v) or Section 1.02(e)(v) on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this Section 1.02(f)(iii) that (a)(x) was not advanced because of the reductions (if any) in the amount of the interest portion of the related P&I Advances for the Trust Loan that have occurred in connection with related Appraisal Reduction Amounts with respect to any accrued and unpaid interest or (y) was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, but (in the case of this clause (y)) only up to the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would nonetheless not have been advanced because of the reductions in the amount of the related P&I Advances for the Trust Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (2) Accrued AB Loan Interest allocable to the Trust Loan;

 

(iv)         to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of principal of the Trust Loan to the extent of its entire unpaid principal balance;

 

(v)          as a recovery of (a) accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of P&I Advances for the Trust Loan that have occurred under Section 4.07(e) of this Agreement in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advances not having been made as a result of a determination that such P&I Advances would have been Nonrecoverable Advances and (b) Accrued AB Loan Interest (in each of clause (a) and (b), to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) or Section 1.02(e)(v) on earlier dates);

 

(vi)         as a recovery of any Prepayment Charge then due and owing under the Trust Loan;

 


 



-80-



 



 

(vii)        as a recovery of any late payment charges and Default Interest then due and owing under the Whole Loan (and allocable to the Trust Loan);

 

(viii)       as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the Whole Loan;

 

(ix)          as a recovery of any other amounts then due and owing under the Trust Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

 

(x)          after the Anticipated Repayment Date, as a recovery of any accrued and unpaid Excess Interest.

 

(g)          The applications of amounts received in respect of the Trust Loan pursuant to paragraph (e) of this Section 1.02 shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of the Trust Loan or any REO Property pursuant to paragraph (f) of this Section 1.02 shall be determined by the Special Servicer in accordance with the Servicing Standard.

 

(h)          All net present value calculations and determinations made hereunder with respect to the Trust Loan or the Mortgaged Properties or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Loan Documents or, in the event the related Loan Documents are silent, using the Calculation Rate.

 

(i)           Neither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with respect to the Whole Loan in a manner that would be inconsistent with the allocation and payment priorities set forth above in clauses (e) or (f) of this Section 1.02 or in the Co-Lender Agreement.

 

Section 1.03   Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A, Class X, Class B, Class C, Class D and Class HRR Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class LR and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance or Notional Amount, as applicable, has not been reduced to zero. For purposes of this Agreement, the Class R and Class LR Certificates shall be outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 of this Agreement or any other Class of Certificates remains outstanding.

 


 



-81-



 



 

ARTICLE II

CONVEYANCE OF the MORTGAGE LOAN;
ORIGINAL ISSUANCE OF CERTIFICATES

 

Section 2.01         Conveyance of the Trust Loan; Assignment of Trust Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and delivery hereof on the Closing Date, does hereby establish a trust designated as “CAMB 2021-CX2 Mortgage Trust”, appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Trust Loan, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders and the Companion Loan Holders. Such transfer and assignment includes all interest and principal due on or with respect to the Trust Loan after the Cut-off Date. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein), for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under the Trust Loan Purchase Agreements as provided therein (excluding Sections 6(f)-(h) and 9 of the Trust Loan Purchase Agreements), and excluding the Depositor’s rights and remedies under the GACC Indemnification Agreement, BANA Indemnification Agreement, JPMCB Indemnification Agreement and the 3650 Cal Bridge Indemnification Agreement to the extent related to the Trust Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Whole Loan to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Trust Loan Sellers.

 

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the Master Servicer and the Special Servicer, the following documents or instruments with respect to the Whole Loan so assigned (provided, however, that the original of documents specified in item (xix) shall be delivered to the Master Servicer):

 

(i)           each original Trust Note, evidencing a portion of the related Trust Loan Seller’s Trust Loan Seller Transferred Interest in the Trust Loan, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to the Trustee or, if none, by the applicable Originator, without recourse, either in blank or to the order of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, without recourse”;

 

(ii)          the original (or a copy thereof certified from the applicable recording office) (or a copy, if (to the knowledge of the Trust Loan Sellers or their respective third-party vendors, as certified by such party to the Custodian in writing) it is not the practice of such office to provide certified copies, provided that the Custodian may conclusively rely on any such certification by any Trust Loan Seller of third-party vendor and shall not be required to investigate whether any recording office cannot provide a certified copy) of the

 


 



-82-



 



 

Mortgage and, if applicable, the originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording indicated thereon;

 

(iii)         an original Assignment of Mortgage, in recordable form, executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holders)”;

 

(iv)         (A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an original assignment of any related security agreement (if such item is a document separate from the Mortgage) executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates”, which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

 

(v)          (A) stamped or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and maintain the perfection of) any security interest held by the Originators of the Whole Loan (and each assignee of record prior to the Trustee) in and to the personalty of the Borrowers at the Mortgaged Properties (in each case with evidence of filing or recording thereon) and which were in the possession of the Trust Loan Sellers (or their agents) at the time the Mortgage File was delivered to the Custodian, together with original UCC-2 or UCC-3 assignment of financing statements showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to the most recent assignee of record thereof prior to the Trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing statements and continuation statements were in the possession of the Trust Loan Sellers, an assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none, by the Originators, evidencing the transfer of such security interest, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holders)”; provided that other evidence of filing or recording reasonably acceptable to the Trustee may be delivered in lieu of delivering such UCC financing statements including, without limitation, evidence of such filed or recorded UCC financing statement as shown on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation Service Company, CT

 


 



-83-



 



 

Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized agents thereof;

 

(vi)         the original or a copy of the Loan Agreement relating to the Whole Loan;

 

(vii)        the original or a copy of the lender’s title insurance policy issued in connection with the origination of the Whole Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, insuring the lien of the Mortgage on the Mortgaged Properties, or, subject to Section 2(d) of the Trust Loan Purchase Agreements, a “marked up” commitment to insure marked as binding and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or, subject to Section 2(d) of the Trust Loan Purchase Agreements, an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company;

 

(viii)       (A) the original or a copy of the related Assignment of Leases and Rents (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording thereon; and (B) an original or copy of an assignment of any related Assignment of Leases and Rents (if such item is a document separate from the Mortgage), in recordable form (except for missing recording information and, if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holders)”, which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

 

(ix)         the original or a copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the Mortgaged Properties required in connection with origination of the Whole Loan, if any;

 

(x)          an original or a copy of each Assignment of Management Agreement (including any assignment of any management agreement, development management agreement or assignment of leasing agreement) and originals or copies of each currently effective Management Agreement (or any development management agreement and/or leasing agreement then in effect), if any, for the Mortgaged Properties;

 

(xi)         the original or copy of any ground leases, if applicable, and any related lessor estoppel or similar agreement or a copy thereof, if any;

 

(xii)        an original Assignment of Agreements, Licenses, Permits and Contracts, executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form:

 


 



-84-



 



 

“Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holders)”;

 

(xiii)       if the related assignment of contracts is separate from the Mortgage the original executed version of such assignment of contracts or a copy thereof and the assignment thereof to the Trustee (in such capacity, for the benefit of the Certificateholders and the Companion Loan Holders);

 

(xiv)       if any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, (A) a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein, and (B) UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the Trustee (in such capacity, for the benefit of the Certificateholders and the Companion Loan Holders);

 

(xv)        originals or copies of all assumption, modification, written assurance and substitution agreements, with evidence of recording thereon if appropriate, in those instances where the terms or provisions of the Mortgage, Trust Notes or any related security document have been modified or the Whole Loan has been assumed;

 

(xvi)       the original or a copy of any guaranty of the obligations of the Borrowers under the Whole Loan together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee thereof prior to the Trustee, if any, and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originators;

 

(xvii)      a copy of the Co-Lender Agreement and any mezzanine loan intercreditor agreement;

 

(xviii)     the original (or copy, if the original is held by the Master Servicer pursuant to Section 2.01(c)) of any letter of credit held by the lender as beneficiary or assigned as security for the Whole Loan;

 

(xix)        an original or a copy of the Cash Management Agreement; and

 

(xx)         an original or copy of any consent and certification of any general contractor and/or architect and the assignment thereof to the Trustee (in such capacity, for the benefit of the Certificateholders and the Companion Loan Holders);

 

provided that whenever the term “Mortgage File” is used to refer to documents actually received by the Depositor or the Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received. The original assignments referred to in clauses (iii), (iv)(B), (viii)(B) and (xvi)(B) above, may be in the form of one or more instruments in recordable form in any applicable filing or recording offices.

 


 



-85-



 



 

On or prior to the Closing Date, the Trust Loan Sellers shall retain a third party vendor (which may be the Trustee or the Custodian) to complete the assignment and recordation or filing of the Loan Documents in the name of the Trustee on behalf of the Certificateholders and the Companion Loan Holders. On or promptly following the Closing Date, the Trust Loan Sellers shall (A) promptly deliver or cause to be delivered to such third party vendor recorded copies of the Mortgage and the documents described in Section 2.01(a)(v)(A), (viii)(A) and (xiv)(A) and (B) cause such third party vendor, at the expense of the Trust Loan Sellers (in proportion to their respective Trust Loan Seller Percentage Interest in the Trust Loan), (1) to promptly prepare and record (in favor of the Trustee, for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates) in the appropriate public recording office in no event later than 30 Business Days following the receipt thereof, the Assignment of Mortgage referred to in Section 2.01(a)(iii) which has not yet been submitted for recording; and (2) to prepare and file in the appropriate public filing office each UCC assignment of financing statement referred to in Section 2.01(a)(v)(B) and (xiv)(B) which has not yet been submitted for filing or recording in no event later than 60 days following the receipt thereof. Each such document shall reflect that the recorded original should be returned by the public recording office to the Custodian or its designee following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Assignment of Leases and Rents, if applicable, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument in respect of the Whole Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Trust Loan Sellers shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian for recording or filing, as appropriate, at the expense of the Trust Loan Sellers (as set forth in the related Trust Loan Purchase Agreement). The Trust Loan Sellers shall, promptly upon receipt of the original recorded or filed copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian, with evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Assignment of Leases and Rents, if applicable, after any has been recorded, the obligations of the Trust Loan Sellers under the Trust Loan Purchase Agreements shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage or Assignment of Leases and Rents, if applicable.

 

If the Trust Loan Sellers cannot deliver, or cause to be delivered, as to the Whole Loan, the original or a copy of the related lender’s title insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued, the delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing item will be deemed to have been included in the Mortgage File by delivery to the Custodian of a binder marked as binding and countersigned by the title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction or escrow letter, and the Trust Loan Sellers shall be required to deliver to the Custodian, promptly following the receipt thereof, the original related lender’s title insurance policy (or a copy thereof). Copies of recorded

 


 



-86-



 



 

or filed Assignments of Mortgage and UCC assignments of financing statements shall be held by the Custodian.

 

Subject to the third preceding paragraph, all original documents relating to the Whole Loan which are not delivered to the Custodian are and shall be held by the Depositor or the Master Servicer (or a Sub-Servicer on its behalf), as the case may be, in trust for the benefit of the Certificateholders and the Companion Loan Holders. In the event that any such original document is required pursuant to the terms of this Section to be a part of the Mortgage File in order to effectuate the purposes of this Agreement, such document shall be delivered promptly to the Custodian.

 

(b)          In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, the Trust Loan Sellers pursuant to the Trust Loan Purchase Agreements to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or before the Closing Date, for the Trust Loan so assigned, among other things, the original Trust Notes, the original or a copy of the Mortgage and any intervening assignments thereof, the original or a copy of the title policy for the Whole Loan, a copy of any ground lease, if applicable, for the Whole Loan and an original (or copy, if the original is held by the Master Servicer pursuant to Section 2.01(c)) of any letters of credit held by the lender as beneficiary or assigned as security for the Whole Loan, and, within 30 days following the Closing Date, the remaining applicable documents referred to in Section 2.01(a) for the Whole Loan, in each case with copies to the Master Servicer and (ii) the Master Servicer, on or before the Closing Date, all documents and records that are part of each applicable Servicing File. If the Trust Loan Sellers cannot deliver, or cause to be delivered, as to the Trust Loan, the original Trust Notes, the Trust Loan Sellers shall deliver a copy or duplicate original of such Trust Notes, together with an affidavit certifying that the original thereof has been lost or destroyed and an indemnification in favor of the Certificate Administrator, the Trustee and the Custodian.

 

If the Trust Loan Sellers or the Depositor cannot deliver, or cause to be delivered, as to the Whole Loan, the original or a copy of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section 2.01(a)(viii)(A) and Section 2.01(a)(xv) and the UCC financing statements and UCC assignments of financing statements referred to in Section 2.01(a)(v)(A) and Section 2.01(a)(xiv)(A), with evidence of recording or filing thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, or because such original recorded or filed document has been lost or returned from the recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2.01 shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording or filing office (if the applicable public filing or recording office is able to certify the duplicate original or photocopy), the applicable title insurance company or a Trust Loan Seller to be a true and complete copy of the original thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian within 60 days after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing Date (or within such longer period after the Closing Date so long as the Trust Loan Sellers have provided the Custodian with evidence of such recording or filing, as the case may be, or has

 


 



-87-



 



 

certified to the Custodian as to the occurrence of such recording or filing, as the case may be, and is, as certified to the Custodian and the Trustee no less often than quarterly, in good faith attempting to obtain from the appropriate county recorder’s or filing office such original or copy, provided such extensions do not exceed 24 months in the aggregate).

 

(c)          Notwithstanding anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xviii) of this Agreement, the Master Servicer shall hold the original of each such document in trust on behalf of the Trust in order to draw on such letter of credit on behalf of the Trust and each Trust Loan Seller shall be deemed to have satisfied the delivery requirements of its respective Trust Loan Purchase Agreement and this Section 2.01 of this Agreement by delivering the original of each such document to the Master Servicer, which shall forward a copy of the applicable document to the Custodian. The Trust Loan Sellers shall pay any costs of assignment or amendment of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust in care of the Master Servicer) required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust. In the event that the documents specified in clause (a)(xviii) of Section 2.01(a) of this Agreement are missing because the related assignment or amendment documents have not been completed, the Trust Loan Sellers shall take all necessary steps to enable the Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter of credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing such funds to be remitted) to the Master Servicer.

 

Section 2.02    Acceptance by Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee (1) acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and (2) declares that the Custodian holds and will hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to the Custodian) for the Trust Loan assigned to the Trustee hereunder in trust, upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holders.

 

The Custodian hereby certifies to each of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Loan Sellers that except as identified in the Custodian’s closing date certification, which shall be delivered no later than two Business Days after the Closing Date, and which is attached as Exhibit N-1 to this Agreement, each Trust Note is in its possession and has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to the Whole Loan and each of the documents specified in Section 2.01(a)(ii), Section 2.01(a)(vii), and, to the extent delivered, Section 2.01(a)(xviii) of this Agreement have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn or mutilated or otherwise defaced, and that such documents relate to the Whole Loan identified in the Mortgage Loan Schedule. If the Custodian does not send a certification on the Closing Date, it shall send an email confirmation to the Trustee and the Master Servicer on the Closing Date that it has received the Trust Notes (or a copy or a lost note affidavit, as permitted), subject to any exceptions noted therein.

 

On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter until the

 


 



-88-



 



 

earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which the Trust Loan Sellers have repurchased the Trust Loan), the Custodian shall review each Mortgage File and shall certify to each of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor and the Trust Loan Sellers in the form attached as Exhibit N-2 to this Agreement that all documents (other than documents referred to in clauses (xviii) and (xix) of Section 2.01(a) of this Agreement, which shall be delivered to the Master Servicer and the documents referred to in clauses (iii), (v)(B) and (viii) of Section 2.01(a) of this Agreement and the assignments of financing statements referred to in clause (xiv) of Section 2.01(a) of this Agreement, which shall be delivered for filing or recording by the Trust Loan Sellers as provided herein) referred to in Section 2.01(a) above (in the case of the documents referred to in Section 2.01(a)(iv), (v), (vi), (vii) (in the case of any endorsement thereto), (viii) and (ix) through (xix) of this Agreement, as identified to it in writing as a document required to be delivered by the Trust Loan Sellers) and any original recorded documents included in the delivery of the Mortgage File has been received, has been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and has not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Whole Loan. In so doing, the Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon.

 

If at the conclusion of such review any document or documents constituting a part of the Mortgage File has not been executed or received, has not been recorded or filed (if required), is unrelated to the Whole Loan, appear not to be what they purport to be or has been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian shall promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor and the Trust Loan Sellers by providing a written report, setting forth for the affected Whole Loan, with particularity, the nature of the defective or missing document. The Depositor shall or shall cause the Trust Loan Sellers to deliver to the Custodian an executed, recorded or undamaged document, as applicable, or, if the failure to deliver such document in such form constitutes a Material Document Defect, the Depositor shall cause the Trust Loan Sellers to cure, repurchase or make an indemnification payment with respect to the Trust Loan in the manner provided in Section 2.03(e) of this Agreement. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document constituting a portion of the Mortgage File noted on such a report or for any failure by the Depositor to use its best efforts to deliver any such document.

 

Contemporaneously with its execution of this Agreement, the Depositor shall cause each Trust Loan Seller to deliver, a power of attorney substantially in the form of Exhibit C to the Trust Loan Purchase Agreements to the Master Servicer and Special Servicer, to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to the Trust Loan which has not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. Pursuant to each Trust Loan Purchase Agreement, the related Trust Loan Seller shall be required to effect (at the expense of the related Trust Loan Seller) the assignment and recordation of its interest under the Loan Documents until the assignment and recordation of all Loan Documents has been completed.

 


 



-89-



 



 

In reviewing any Mortgage File pursuant to the third preceding paragraph of Section 2.01 of this Agreement, the Master Servicer shall have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to, examine any opinions or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.

 

Section 2.03     Representations, Warranties and Covenants of the Depositor; Repurchase of Trust Loan. (a) The Depositor hereby represents and warrants that:

 

(i)           The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;

 

(ii)          The Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Trust Loan in accordance with this Agreement;

 

(iii)         This Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

 

(iv)         The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both would constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to which the Depositor is a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;

 

(v)          The certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following activities:

 


 



-90-



 



 

(A)         to acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following: (I) “fully-modified pass-through” certificates (“GNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by the Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United States within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act of 1934; (II) Guaranteed Mortgage Pass-Through Certificates (“FNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by FNMA; (III) Mortgage Participation Certificates (“FHLMC Certificates”) issued and guaranteed as to timely payment of interest and ultimate or full payment of principal by FHLMC; (IV) any other participation certificates, pass-through certificates or other obligations or interests backed directly or indirectly by mortgage loans and issued or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA Certificates, FNMA Certificates and FHLMC Certificates, the “Agency Securities”); (V) mortgage-backed securities, which securities need not be issued or guaranteed, in whole or in part, by any governmental entity, issued by one or more private entities (hereinafter referred to as “Private Securities”); (VI) mortgage loans secured by first, second or more junior liens on one-to-four family residential properties, multifamily properties that are either rental apartment buildings or projects containing five or more residential units or commercial properties, regardless of whether insured or guaranteed in whole or in part by any governmental entity, or participation interests or stripped interests in such mortgage loans (“Mortgage Assets”); (VII) conditional sales contracts and installment sales or loan agreements or participation interests therein secured by manufactured housing (“Contract”); and (VIII) receivables of third-parties or other financial assets of third-parties, either fixed or revolving, that by their terms convert into cash within a finite time period (“Other Assets”);

 

(B)         to loan its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private Securities, Mortgage Assets, Contracts and/or Other Assets;

 

(C)         to authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private Securities, Mortgage Assets, Contracts and/or Other Assets;

 

(D)         to authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities, Private Securities, Mortgage Assets, Contracts and/or Other Assets; and

 

(E)          to engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are incident to the foregoing and necessary or convenient to accomplish the foregoing.

 

Capitalized terms defined in this clause (v) shall apply only to such clause;

 

(vi)   There is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other governmental agency or

 


 



-91-



 



 

instrumentality which would materially and adversely affect the ability of the Depositor to carry out its obligations under this Agreement;

 

(vii)        No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date; and

 

(viii)       The Trustee, if not the owner of the Trust Loan, will have a valid and perfected security interest of first priority in the Trust Loan and any proceeds thereof.

 

(b)          The Depositor hereby represents and warrants with respect to the Trust Loan that:

 

(i)           Immediately prior to the transfer and assignment to the Trustee, the Trust Notes and the Mortgage were not subject to an assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Trust Loan and had full right to transfer and sell the Trust Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

 

(ii)          The Depositor is transferring the Trust Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Trust Loan;

 

(iii)         The related Assignment of Mortgage constitutes the legal, valid and binding assignment of the Mortgage from the Depositor to the Trustee; and

 

(iv)         No claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything which would impair the coverage of such lender’s title insurance policy.

 

(c)          It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery of the Mortgage File to the Custodian until the termination of this Agreement, and shall inure to the benefit of the Certificateholders, the Companion Loan Holders, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer and the Special Servicer.

 

(d)          If the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase or replacement of the Trust Loan or any portion thereof because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request), (ii) receives a Repurchase Communication of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), (iii) receives a Repurchase Communication that the Trust Loan Seller Transferred Interest of the Trust Loan that was subject to a Repurchase Request has been repurchased or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase Request (a “Repurchase Request Rejection”), then such Person shall deliver written notice of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase

 


 



-92-



 



 

Request Rejection (each such notice, a “Rule 15Ga-1 Notice”) to the Depositor and the related Trust Loan Seller, in each case within ten Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable; provided, however, that if the Master Servicer receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer, the Master Servicer shall have no obligation to deliver such notice to any other party.

 

Each Rule 15Ga-1 Notice shall include (i) the identity of the Trust Loan, (ii) the date the Repurchase Communication of the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.

 

No Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (a “Rule 15Ga-1 Notice Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.03(d) is so provided only to assist the related Trust Loan Seller, the Depositor and its Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(d) by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.

 

In the event that the Depositor, the Trustee, the Certificate Administrator or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer, if relating to a Performing Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is a “[Repurchase Request][Repurchase Request Withdrawal]” under Section 2.03(d) of the Trust and Servicing Agreement relating to the CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.03(d) with respect to such Repurchase Request or Repurchase Request Withdrawal. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.

 


 



-93-



 



 

(e)          A “Defect” shall exist with respect to the Trust Loan if any document constituting a part of the Mortgage File and required to be delivered by a Trust Loan Seller has not been delivered within the time periods provided for in the related Trust Loan Purchase Agreement, has not been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach” shall mean a breach of any representation or warranty of a Trust Loan Seller made pursuant to the related Trust Loan Purchase Agreement with respect to the Trust Loan. If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is a Material Document Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall upon its actual knowledge thereof notify the Trust Loan Sellers, the other parties hereto and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the Companion Loan Holders. If any such Defect or Breach materially and adversely affects the value of the Trust Loan, the value of the Mortgaged Properties or the interests of the Trust in the Trust Loan hereunder or causes the Trust Loan to be other than a Qualified Mortgage, then such Defect shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach,” as the case may be; provided, however, that if any of the documents specified in clauses (i), (ii), (vii) and (xviii) of Section 2.01(a) of this Agreement are not delivered as required in each Trust Loan Purchase Agreement and certified as missing pursuant to Section 2.02 of this Agreement, it shall be deemed a Material Document Defect; provided, further, that no Defect (except as provided in the immediately preceding proviso and Defects that cause the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the Trust Loan, defending any claim asserted by the Borrowers or a third party with respect to the Trust Loan, establishing the validity or priority of any lien on any collateral securing the Trust Loan or for any immediate significant servicing obligation. The Custodian, the Certificate Administrator and the Trustee shall not be required to make any such determination absent written notice or direction from Certificateholders in accordance with Section 8.02(a)(iii). Promptly upon receiving written notice of any such Material Document Defect or Material Breach with respect to the Trust Loan, accompanied by a written demand to take the actions contemplated by this sentence from the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator or the Custodian, on behalf of the Trust Fund, the applicable Trust Loan Seller shall, not later than 90 days from such Trust Loan Seller’s receipt of such notice of, and such written demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material respects, (ii) repurchase its Trust Loan Seller Transferred Interest in the Trust Loan at an amount equal to its Trust Loan Seller Percentage Interest of the Repurchase Price in conformity with the applicable Trust Loan Purchase Agreement or (iii) indemnify the Trust for its Trust Loan Seller Percentage Interest of the losses directly related to such Material Breach or Material Document Defect, subject to receipt of a No Downgrade Confirmation from each Rating Agency with respect to such action (or if each Rating Agency waives review or fails to respond to a request for a No Downgrade Confirmation, subject to (y) approval of the Directing Holder so long as a Subordinate Control Period is in effect and (z) consultation with the Directing Holder so long as a Subordinate Consultation Period is in effect (or if the Directing Holder is an Affiliate of the Trust Loan Seller, subject to the approval of the Special Servicer)); provided that if (i) such

 


 



-94-



 



 

Material Document Defect or Material Breach is capable of being cured but not within the Initial Resolution Period, (ii) such Material Document Defect or Material Breach is not related to the Trust Loan not being a Qualified Mortgage and (iii) a Trust Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within the Initial Resolution Period, then such Trust Loan Seller shall have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such cure, to repurchase its Trust Loan Seller Transferred Interest or indemnify the Trust in respect of its Trust Loan Seller Percentage Interest of losses. Notwithstanding the preceding sentence, if such Material Breach or Material Document Defect would cause the Trust Loan to be other than a Qualified Mortgage, then, within 90 days of the date of discovery of such Material Breach or Material Document Defect, the applicable Trust Loan Seller shall (i) cure the same in all material respects or (ii) repurchase its Trust Loan Seller Percentage Interest in the Trust Loan at an amount equal to its Trust Loan Seller Percentage Interest of the Repurchase Price. Any Breach or Defect that causes the Trust Loan not to be a Qualified Mortgage shall be deemed a Material Breach or Material Document Defect, as applicable. Notwithstanding the foregoing, the failure to deliver to the Trustee and the Custodian copies of the UCC financing statements with respect to the Trust Loan shall not be a Material Document Defect.

 

(f)           In connection with any repurchase of the Trust Loan contemplated by this Section 2.03, subject to Section 2.03(j), (A) the Custodian, the Master Servicer and the Special Servicer shall each tender to the Trust Loan Sellers or their designees all portions of the Mortgage File (in the case of the Custodian) and the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) (including the original Trust Notes related to each Trust Loan Seller’s Trust Loan Seller Transferred Interest in the Trust Loan) and other documents pertaining to the Trust Loan possessed by it, upon delivery (i) to each of the Master Servicer or the Special Servicer, as applicable, of a trust receipt and (ii) to the Custodian by the Master Servicer or the Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of each Trust Loan Seller Percentage Interest of the Repurchase Price from the Trust Loan Sellers, (B) each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the Trust Loan Sellers, as the case may be, to the Trust Loan Sellers as shall be necessary to vest in the Trust Loan Sellers the legal and beneficial ownership of each Trust Loan Seller’s respective repurchased Trust Loan Seller Transferred Interest in the Trust Loan to the extent such ownership was transferred to the Trustee (provided, however, that the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing necessary information to the extent in its possession to the Trust Loan Sellers in connection with the preparation by the Trust Loan Sellers of such endorsement or assignment) and (C) the Certificate Administrator, the Master Servicer and the Special Servicer shall release, or cause the release of, any escrow payments and reserve funds held by or on behalf of the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, or on the Certificate Administrator’s, the Master Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of the Trust Loan to the Trust Loan Sellers in accordance with their respective repurchased Trust Loan Seller Transferred Interests in the Trust Loan.

 

(g)          The Master Servicer (with respect to a Performing Loan) and the Special Servicer (with respect to a Specially Serviced Loan) shall, for the benefit of the Certificateholders

 


 



-95-



 



 

and the Trustee, use reasonable efforts to enforce the obligations of the related Trust Loan Seller(s) under Section 6 of the related Trust Loan Purchase Agreement(s). Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard. The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as the case may be, shall be reimbursed for the reasonable costs of such enforcement: first, pursuant to Section 3.06 of this Agreement (with respect to the Trust Loan), out of the related Repurchase Price or indemnification amounts to the extent that such expenses are a specific component thereof; and second, if at the conclusion of such enforcement action it is determined that the amounts described in clause first are insufficient, then pursuant to Section 3.06 of this Agreement, out of general collections on the Trust Loan on deposit in the Collection Account in each case with interest thereon at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed. To the extent the Trust Loan Sellers prevail in such proceeding, the Trust Loan Sellers shall be entitled to reimbursement from the Trust for all necessary and reasonable costs and expenses incurred in connection with such proceeding.

 

So long as document exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor and the Trust Loan Sellers, a document exception report setting forth the then current status of any Defects related to the Mortgage Files in a format mutually agreed upon between the Custodian and the Trustee.

 

It is understood and agreed that Section 6 of each Trust Loan Purchase Agreement provides the sole remedy available to the Certificateholders and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to the Trust Loan failing to constitute a Qualified Mortgage) or any Defect.

 

(h)          In the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach of any of the Depositor’s representations and warranties relating to the Trust Loan, the Depositor hereby reserves the right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Master Servicer or the Special Servicer, unless such defense results in any liability of the Master Servicer or the Special Servicer, as applicable.

 

(i)           If for any reason any Trust Loan Seller fails to fulfill its obligations under the related Trust Loan Purchase Agreement with respect to the Trust Loan, the Master Servicer (with respect to a Performing Loan) and the Special Servicer (with respect to a Specially Serviced Loan) shall use reasonable efforts in enforcing any obligation of such Trust Loan Seller to cure or repurchase or make an indemnity payment with respect to its Trust Loan Seller Transferred Interest under the terms of their related Trust Loan Purchase Agreement all at the expense of the related Trust Loan Seller.

 

(j)           To the extent that not all of the Trust Loan Sellers repurchase their respective Trust Loan Seller Percentage Interests pursuant to the terms of the respective Trust Loan Purchase Agreements, the portion of the Trust Loan so repurchased shall be a Companion Loan subject in all respects to the Co-Lender Agreement. In addition, (i) the Trust Loan shall continue to be serviced by the Master Servicer and, as applicable, the Special Servicer, in accordance with the terms of this Agreement on behalf of each repurchasing Trust Loan Seller and the

 


 



-96-



 



 

Certificateholders as a collective whole, and the Master Servicer or the Special Servicer, as applicable, shall be the sole representative of the lender in connection with any enforcement, bankruptcy or other proceeding, (ii) the Trustee, on behalf of the Trust, shall remain the mortgagee of record with respect to the Mortgage, (iii) the Servicing Fee and/or Special Servicing Fee shall continue to be calculated based on the entire Stated Principal Balance of the Trust Loan or Whole Loan, as applicable, (iv) the Custodian shall retain all portions of the Mortgage File other than the related Trust Notes corresponding to the repurchased Trust Loan Seller Transferred Interests, (v) each repurchasing Trust Loan Seller shall be entitled to remittances on or prior to the Distribution Date of its pro rata share, based upon its Trust Loan Seller Percentage Interest, of all amounts that would otherwise be available for distribution on such Distribution Date pursuant to Article IV hereof to Certificateholders (other than any amounts in respect of any P&I Advance) with respect to the Trust Loan less (A) fees and expenses with respect to servicing of such Trust Loan Seller’s Trust Loan Seller Percentage Interest and (B) all costs and expenses incurred in connection with the Trust Loan Seller’s repurchase obligations and such amounts shall be wired in accordance with the directions provided to the Trustee, the Certificate Administrator and the Master Servicer by the Trust Loan Seller to the extent such direction is received at least 10 Business Days prior to the related Distribution Date, (vi) each repurchasing Trust Loan Seller, provided that it is not a Borrower Related Party, shall be entitled to receive any and all reports and have access to any and all information as a Privileged Person under the terms of this Agreement, (vii) no amendment may be made to this Agreement that would materially and adversely affect the rights of a repurchasing Trust Loan Seller in respect of such repurchasing Trust Loan Seller’s Trust Loan Seller Transferred Interest without the consent of such repurchasing Trust Loan Seller, (viii) to the extent the Trustee, on behalf of the Trust, holds record or legal title to any Mortgage File document that relates to any Trust Loan Seller’s Trust Loan Seller Transferred Interest in the Trust Loan repurchased pursuant to this Section 2.03, the Trustee shall hold such title in trust for the use and benefit of the Trust and the related Trust Loan Seller collectively, (ix) to the extent this Agreement refers to the “Mortgage File,” such “Mortgage File” shall be construed to mean the Mortgage File for the entire Trust Loan (except that references to any Trust Note in favor of a repurchasing Trust Loan Seller shall be construed to instead refer to a photocopy of such Trust Note) and (x) the Master Servicer and the Special Servicer shall not be required to obtain the concurrence or consent of a repurchasing Trust Loan Seller prior to, or as a condition to, taking any action required of either of the Master Servicer or the Special Servicer pursuant to the terms of this Agreement, nor shall the repurchasing Trust Loan Seller have any right to direct the actions of the Master Servicer or Special Servicer, and the rights, duties and obligations of the Directing Holder under this Agreement shall not be altered or reduced in such event. Neither the Master Servicer nor the Trustee shall make any P&I Advance or Administrative Advance with respect to any Trust Loan Seller Transferred Interest of the Trust Loan which has been repurchased as described herein.

 

Section
2.04   Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee and the Operating Advisor. (a) KeyBank National Association, as the Master
Servicer, hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the
Certificateholders and the Companion Loan Holders, to the Depositor, to the Certificate Administrator, to the Special
Servicer and to the Operating Advisor, as of the Closing Date, that:  It is a national banking association, duly
organized, validly existing, and is in good standing, under the laws of the United States of America and it is in compliance
with the laws of the state (within the United States of

 


 



-97-



 



 

America) in which the Mortgaged Properties are located to the extent necessary to perform its obligations under this Agreement;

 

(ii)          Its execution and delivery of this Agreement, and its performance and compliance with the terms of this Agreement, do not (A) violate its organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other 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, regulation, order, judgment or decree to which it or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either its ability to perform its obligations under this Agreement or its financial condition;

 

(iii)         It has the full power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

 

(iv)         This Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)          It is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default in its reasonable judgment is likely to materially and adversely affect the financial condition or its operations or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

 

(vi)         No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit it from entering into this Agreement or, in its good faith and reasonable judgment is likely to materially and adversely affect either its ability to perform its obligations under this Agreement or its financial condition;

 

(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for its execution, delivery and performance of, or compliance by it, with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of it to perform its obligations hereunder; and

 

(viii)       Each of its officers and employees that has responsibilities concerning the servicing and administration of the Trust Loan is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement.

 


 



-98-



 



 

(b)          Situs Holdings, LLC, as Special Servicer, hereby represents and warranty with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders, to the Depositor, to the Certificate Administrator, to the Master Servicer and to the Operating Advisor, as of the Closing Date, that:

 

(i)           it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Mortgaged Properties are located to the extent required by applicable law and necessary to ensure the enforceability of the Trust Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement;

 

(ii)          the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize on the Trust Loan;

 

(iii)         this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance;

 

(iv)         it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has been duly executed and delivered by it;

 

(v)          all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made;

 

(vi)         there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its ability to perform its obligations under this Agreement; and

 


 



-99-



 



 

(vii)        it has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect to such risks, which in either case, complies with the requirements of Section 3.08 hereof.

 

(viii)       The representations and warranties of the Special Servicer set forth in this Section 2.04(b) shall survive until termination of this Agreement, and shall inure to the benefit of the parties hereto, the Certificateholders.

 

(c)          It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage File to the Trustee or the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to the benefit of the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor, the Companion Loan Holders and the Master Servicer or Special Servicer, as the case may be. Upon discovery by the Depositor, the Operating Advisor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Administrator, the Operating Advisor, the Master Servicer, Special Servicer, the Companion Loan Holders or the Trustee in the Trust Loan, the party discovering such breach shall give prompt written notice to the other parties hereto and the Trust Loan Sellers.

 

(d)          The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificateholders and the Companion Loan Holders as of the Closing Date, that:

 

(i)           The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

 

(ii)          This Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

 

(iii)         Neither the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment in accordance with such applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties or the organizational documents of the Trustee or the terms of any material agreement, instrument or indenture to which the Trustee is a party or by which it is bound which, in the Trustee’s good faith

 


 



-100-



 



 

and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement;

 

(iv)         The Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties or impair the ability of the Trust Fund to realize on the Trust Loan;

 

(v)          No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Trustee’s ability to perform its obligations hereunder; and

 

(vi)         To the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated the Pricing Date, between the Trustee, the Depositor and the Initial Purchasers.

 

(e)           The Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificateholders and the Companion Loan Holders as of the Closing Date, that:

 

(i)           The Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing, under the laws of the United States of America and has full power, authority and legal right to own its property and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement.

 

(ii)          This Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

 

(iii)         Neither the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator with the provisions hereof, will conflict with or result in a

 


 



-101-



 



 

breach of, or constitute a default under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its properties or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement.

 

(iv)         The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the ability of the Certificate Administrator to perform its obligations under this Agreement;

 

(v)          No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder; and

 

(vi)         To the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated the Pricing Date, among the Certificate Administrator, the Depositor and the Initial Purchasers.

 

(f)           The Operating Advisor hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Certificateholders and the Companion Loan Holders as of the Closing Date, that:

 

(i)           The Operating Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of New York and has full power, authority and legal right to own its property and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

 

(ii)          This Agreement has been duly authorized, executed and delivered by the Operating Advisor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Operating Advisor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

 


 



-102-



 



 

(iii)         Neither the execution and delivery of this Agreement by the Operating Advisor nor the consummation by the Operating Advisor of the transactions herein contemplated to be performed by the Operating Advisor, nor compliance by the Operating Advisor with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Operating Advisor or its properties or the organizational documents of the Operating Advisor or the terms of any material agreement, instrument or indenture to which the Operating Advisor is a party or by which it is bound which, in the Operating Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform its obligations under this Agreement;

 

(iv)         The Operating Advisor is not in violation of, and the execution and delivery of this Agreement by the Operating Advisor and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Operating Advisor or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;

 

(v)          No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Operating Advisor of or compliance by the Operating Advisor with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Operating Advisor’s ability to perform its obligations hereunder;

 

(vi)         To the best of the Operating Advisor’s knowledge, no litigation is pending or threatened against the Operating Advisor which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated the Pricing Date, among the Operating Advisor, the Depositor and the Initial Purchasers;

 

(vii)        it has errors and omissions insurance which is in full force and effect and complies with the requirements of Section 3.08(e); and

 

(viii)       the Operating Advisor is an Eligible Operating Advisor.

 

Section 2.05     Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Upper-Tier Interests. The Trustee acknowledges the assignment to it of the Trust Loan and the delivery of the Mortgage File to the Custodian (to the extent the documents constituting the Mortgage File is actually delivered to the Custodian), subject to the provisions of Section 2.01 and Section 2.02 of this Agreement and, concurrently with such delivery, (i) acknowledges and hereby declares that it holds the Trust Loan (other than Excess Interest) and the other assets included in the Lower-Tier REMIC on behalf of the Lower-Tier REMIC and the Holders of the Certificates; (ii) acknowledges the issuance of the Lower-Tier Regular Interests to the Depositor in exchange for the Trust Loan and other assets included in the

 


 



-103-



 



 

Lower-Tier REMIC, (iii) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of the Certificates (other than the Class LR Certificates); and (iv) acknowledges the issuance of the Class LR Certificates and, in exchange for the Lower-Tier Regular Interests, acknowledges the issuance of the Certificates, in authorized Denominations, in each case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Authenticating Agent, which Certificates, along with the Class LR Certificates, evidence ownership of the entire Trust Fund.

 

Section 2.06  Miscellaneous REMIC and Grantor Trust Provisions. (a) The Lower-Tier Regular Interests issued hereunder are hereby designated as the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LR Certificates are hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.

 

The Certificates (other than the Class S, Class R and Class LR Certificates) are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class R Certificates are hereby designated as the sole Class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.

 

The Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” for purposes of Section 860G(a)(l) of the Code for the Lower-Tier Regular Interests and the Certificates (other than the Class R and Class LR Certificates) is the Rated Final Distribution Date.

 

(b)          The portion of the Trust Fund consisting of the Excess Interest and the Excess Interest Distribution Account, beneficial ownership of which will be represented by the Class S Certificates, will be treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.

 

(c)          None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

 

Section 2.07   Creation of the Grantor Trust. The portion of the Trust Fund consisting of the Excess Interest with respect to the Trust Loan and related proceeds shall be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes, and the Class S Certificates will represent undivided beneficial interests in such Class’s entitlements to the Grantor Trust. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income tax law and not be treated as part of the Trust REMICs.

 


 



-104-



 



 

ARTICLE III

ADMINISTRATION AND SERVICING
OF THE TRUST FUND

 

Section 3.01         The Master Servicer to Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Whole Loan. (a) The Master Servicer (with respect to the Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan or an REO Loan), each as an independent contractor servicer, shall service and administer the Whole Loan on behalf of the Trust Fund and the Trustee (as Trustee for the Certificateholders) and the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender), in accordance with the Servicing Standard.

 

The Master Servicer’s or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or Special Servicer, as the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof). To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Notes; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or Special Servicer of the collectability of the Whole Loan. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or through one or more Sub-Servicers (subject to paragraph (c) of this Section 3.01, to the related Sub-Servicing Agreement with each Sub-Servicer and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration that it may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender), including, without limitation, with respect to the Whole Loan to prepare, execute and deliver, on behalf of the Certificateholders, the Companion Loan Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the Mortgaged Properties and related collateral; (ii) any modifications, waivers, consents or amendments to or with respect to any documents contained in the Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or release or discharge, and all other comparable instruments, with respect to the Whole Loan and the Mortgaged Properties. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of the Whole Loan except under the circumstances described in Section 3.03, Section 3.09, Section 3.10, Section 3.24, Section 3.25 and Section 3.26 hereof. The Master Servicer (with respect to the Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan or an REO Loan) shall provide to the Borrowers reports required to be provided to it pursuant to the Loan Documents. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer and Special Servicer, as applicable, any powers of attorney (substantially in the form attached hereto as Exhibit Q or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents (including, but not

 


 



-105-



 



 

limited to, other powers of attorney) prepared by the Master Servicer and Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer, as applicable, to carry out their servicing and administrative duties hereunder. The Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer and Special Servicer, as applicable. Notwithstanding anything contained herein to the contrary, none of the Master Servicer or the Special Servicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity; provided, however, that in those jurisdictions in which the foregoing requirement would not be legally or procedurally permissible, the Master Servicer or the Special Servicer, as applicable, shall provide five (5) Business Days’ prior written notice to the Trustee of the initiation of such action, suit or proceeding (or provide such prior written notice as the Master Servicer or the Special Servicer, as applicable, shall determine in its reasonable judgment exercised in accordance with the Servicing Standard, to be reasonably practicable prior to filing such action, suit or proceeding) (and shall not be required to obtain the Trustee’s written consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

 

(b)          Unless otherwise provided in the Notes, the Loan Agreement or the Co-Lender Agreement, the Master Servicer shall apply any partial Principal Prepayment received on the Whole Loan on a date other than a Due Date to the Stated Principal Balance of the Whole Loan as of the Due Date immediately following the date of receipt of such partial Principal Prepayment; provided that the Master Servicer shall use its best efforts to apply any total or partial Principal Prepayment received on the Whole Loan on a date following a Due Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date to the Stated Principal Balance of the Whole Loan as of the Due Date immediately preceding the date of receipt of such total or partial Principal Prepayment. Unless otherwise provided in the Notes, if the Whole Loan is defeased, the Master Servicer shall apply any amounts received on U.S. Treasury obligations pursuant to the terms of the Loan Documents to the Stated Principal Balance of and interest on the Whole Loan as of the Due Date immediately following the receipt of such amounts.

 

(c)          The Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in all material respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions of this Agreement and the terms of the Loan Documents and the Co-Lender Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant, any such agreement provides that (x) the failure of such Sub-Servicer to comply with any of the requirements under Section 3.27, Section 3.28 or Section 3.29 of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification is required under Section 3.27, Section 3.28 or Section 3.29 of this Agreement and (y) the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other trust and servicing agreement relating to any other series of certificates offered by the Depositor shall constitute a termination event by such Sub-Servicer upon the occurrence of which the Master Servicer shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Master Servicer or the Special Servicer, as applicable, shall

 


 



-106-



 



 

grant any modification, waiver or amendment to the Whole Loan or foreclose on the Mortgage without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Section 3.09, Section 3.10, Section 3.24, Section 3.25 and Section 3.26 (as applicable), (iv) such agreement shall be consistent with the Servicing Standard, (v) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (ix) shall be terminable if at any time the related Sub-Servicer is a Credit Risk Retention Affiliate of a Successor Third Party Purchaser and such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of this Section 3.01(c) (including, for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party, if such agent or Subcontractor would be a Servicing Function Participant, at the time the related Sub-Servicing Agreement is entered into). Any monies received by a Sub-Servicer pursuant to a Sub-Servicing Agreement (other than sub-servicing fees) shall be deemed to be received by the Master Servicer on the date received by such Sub-Servicer.

 

No party shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is a Credit Risk Retention Affiliate of a Successor Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2) of Regulation AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary, may conclusively rely upon a representation of any “Initial Sub-Servicer” (as set forth on Exhibit AA) that such Sub-Servicer is not, to its actual knowledge, a Credit Risk Retention Affiliate of a Successor Third Party Purchaser. If at any time a party to this transaction obtains actual knowledge that such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB and is a Credit Risk Retention Affiliate of a Successor Third Party Purchaser, such party shall terminate such Sub-Servicer in accordance with the related Sub- Servicing Agreement.

 

Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed by the Trustee (in its sole discretion) if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, respectively, or any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose prior to the date of assumption, of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02 (it being understood that any such obligations shall be the obligations of the terminated Master Servicer or Special Servicer, as applicable, only).

 

Any Sub-Servicing Agreement, and any other transactions or services relating to the Whole Loan involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Operating Advisor, the Trust Fund, Certificateholders and the Companion Loan Holders shall not be deemed parties thereto and shall have no claims, rights (except as specified below), obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii) and Section 3.01(d).

 


 



-107-



 



 

Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.01, in no event shall the Trust Fund, the Trustee, the Certificate Administrator, the Depositor or the Companion Loan Holders bear any termination fee required to be paid to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement.

 

(d)          If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to the extent necessary to permit the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c). In such event, such successor shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to such successor, except that the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of such successor.

 

If the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, then upon request of such successor, the Master Servicer or Special Servicer, as applicable, shall at its own expense (except in the event that the Special Servicer is terminated pursuant to Section 3.22, at the expense of the Certificateholders effecting such termination, as applicable) deliver to such successor all documents and records relating to any Sub-Servicing Agreement and the Trust Loan and/or the Companion Loan then being serviced thereunder and an accounting of amounts collected and held by it, if any, and shall otherwise use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to such successor. The Master Servicer shall not be required to assume the obligations of the Special Servicer and nothing in this paragraph shall imply otherwise.

 

(e)          In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (for purposed of this clause (e), “Applicable Law”), the Master Servicer and the Special Servicer, as the case may be, are required to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with the Master Servicer or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Master Servicer and the Special Servicer, upon its respective request from time to time, such identifying information and documentation as may be available for such party in order to enable the Master Servicer and the Special Servicer to comply with Applicable Law.

 

(f)           The parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement. The parties hereto further recognize the rights and obligations of the Companion Loan Holders under the Co-Lender Agreement, including, without

 


 



-108-



 



 

limitation with respect to (A) the allocation of collections (and all other amounts received in connection with the Whole Loan) on or in respect of the Whole Loan and (B) the allocation of Default Interest on or in respect of the Whole Loan. In the event of any inconsistency or discrepancy between the provisions, terms or conditions of the Co-Lender Agreement and the provisions, terms or conditions of this Agreement, the Co-Lender Agreement shall govern, and as to any matter on which the Co-Lender Agreement is silent or makes reference to this Agreement, this Agreement shall govern.

 

Section 3.02  Liability of the Master Servicer and the Special Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or Subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee (on behalf of the Certificateholders and the Companion Loan Holders) and the Certificateholders for the servicing and administering of the Whole Loan in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Depositor or any other Person acting as Sub-Servicer (or its agents or Subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone was servicing and administering the Whole Loan. Each of the Master Servicer and the Special Servicer shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

 

Section 3.03  Collection of Whole Loan Payments. (a) The Master Servicer (with respect to the Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan) shall use reasonable efforts to collect all payments called for under the terms and provisions of the Whole Loan, and shall follow the Servicing Standard with respect to such collection procedures; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectibility of the Whole Loan. With respect to the Performing Loan, the Master Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from the Borrowers as required by the Loan Documents and the terms hereof. The Master Servicer shall provide at least 90 days’ notice (with a copy to the Special Servicer) to the Borrowers of Balloon Payments coming due. Consistent with the foregoing, the Master Servicer (with respect to the Whole Loan if it is a Performing Loan) or the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan) may in their discretion waive any late payment charge or Default Interest in connection with any delinquent Monthly Payment or Balloon Payment with respect to the Whole Loan. In addition, the Special Servicer shall be entitled to take such actions with respect to the collection of payments on the Whole Loan as is permitted or required under this Agreement.

 

Section 3.04  Collection of Taxes, Assessments and Similar Items; Escrow Accounts. (a) The Master Servicer shall maintain accurate records with respect to the Mortgaged

 


 



-109-



 



 

Properties reflecting the status of taxes, assessments and other similar items that is or may become a lien thereon and the status of insurance premiums payable with respect thereto. If the Whole Loan is a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from the Borrowers as required by the Loan Documents. The Special Servicer, in the case of an REO Loan, and the Master Servicer, in the case of the Whole Loan, shall use reasonable efforts consistent with the Servicing Standard to, from time to time, (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect, or, if the Special Servicer, to use reasonable efforts to cause the Master Servicer to effect, payment of all such bills with respect to the Mortgaged Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the Loan Documents. If the Borrowers fail to make any such payment on a timely basis or collections from the Borrowers are insufficient to pay any such item before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided that with respect to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of Section 3.21(d) of this Agreement). The Master Servicer shall be entitled to reimbursement of Property Advances, with interest thereon at the Advance Rate, that it makes pursuant to this Section 3.04 of this Agreement from amounts received on or in respect of the Whole Loan respecting which such Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by Section 3.06 of this Agreement. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under the Whole Loan, notwithstanding that the terms of the Whole Loan so permit.

 

(b)          The Master Servicer shall segregate and hold all funds collected and received constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly identified funds and maintained in accordance with the requirements of the Whole Loan and in accordance with the Servicing Standard. The Master Servicer shall also deposit into each Escrow Account any amounts representing losses on Permitted Investments to the extent required pursuant to Section 3.07(b) of this Agreement and any Insurance Proceeds or Liquidation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the Whole Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the Loan Documents require it to be held in an account that is not an Eligible Account); provided, however, that in the event the ratings of the financial institution holding such account are downgraded to a ratings level below that of an Eligible Account (except to the extent the Loan Documents require it to be held in an account that is not an Eligible Account), the Master Servicer shall have 30 Business Days (or such longer time as confirmed by a No Downgrade Confirmation, obtained at the expense of the Master Servicer relating to the Certificates) to transfer such account to an Eligible Account. Escrow Accounts shall be entitled, “KeyBank National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, the Borrowers and the Companion Loan Holders”. Withdrawals from an Escrow Account may be made by the Master Servicer only:

 


 



-110-



 



 

(i)           to effect timely payments of items constituting Escrow Payments for the Mortgage;

 

(ii)          to transfer funds to the Collection Account (or any sub-account thereof) to reimburse the Master Servicer or the Trustee for any Property Advance (with interest thereon at the Advance Rate) relating to Escrow Payments, but only from amounts received with respect to the Whole Loan which represent late collections of Escrow Payments thereunder;

 

(iii)         for application to the restoration or repair of any Mortgaged Property in accordance with the Whole Loan and the Servicing Standard;

 

(iv)         to clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the Whole Loan;

 

(v)          to pay from time to time to the Borrowers any interest or investment income earned on funds deposited in the Escrow Account if such income is required to be paid to the Borrowers under law or by the terms of the Loan Documents, or otherwise to the Master Servicer; or

 

(vi)         to remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to the Borrowers determined to be overages.

 

(c)          The Master Servicer shall, as to the Whole Loan (i) maintain accurate records with respect to the Mortgaged Properties reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the Whole Loan requires the Borrowers to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the Loan Documents (or, if the Whole Loan does not require the Borrowers to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the Borrowers to comply with the requirement of the Mortgage that the Borrowers make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the Mortgaged Properties for nonpayment of such items). Subject to Section 3.21 of this Agreement, the Master Servicer shall timely make a Property Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Borrower’s failure to timely pay such items.

 

Section 3.05  Collection Account; Distribution Accounts and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Collection Account, for the benefit of the Certificateholders, the Companion Loan Holders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account shall be established and maintained as an Eligible Account.

 


 



-111-



 



 

The Master Servicer shall deposit or cause to be deposited in the Collection Account within two Business Days following receipt of properly identified funds of the following payments and collections received or made by or on behalf of it on or with respect to the Whole Loan subsequent to the Cut-off Date:

 

(i)           all payments on account of principal on the Whole Loan, including the principal component of all Unscheduled Payments;

 

(ii)          all payments on account of interest on the Whole Loan (net of the related Servicing Fee Rate), including Default Interest, Prepayment Charges and the interest component of all Unscheduled Payments;

 

(iii)         any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement, in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account;

 

(iv)         all Net REO Proceeds withdrawn from the related REO Account pursuant to Section 3.15(b) of this Agreement;

 

(v)          any amounts received from the Borrowers which represent recoveries of Property Protection Expenses or items for which Administrative Advances were made and are allocable to the Whole Loan, to the extent not permitted to be retained by the Master Servicer as provided herein;

 

(vi)         all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of the Whole Loan or REO Property, other than Liquidation Proceeds that are received in connection with a purchase of the Whole Loan or REO Property that are to be deposited in the Lower Tier Distribution Account pursuant to Section 9.01 of this Agreement, together with any amounts representing recoveries of Nonrecoverable Advances in respect of the Whole Loan;

 

(vii)        Penalty Charges on the Whole Loan to the extent required to offset interest on Advances and Additional Trust Fund Expenses pursuant Section 3.12(d) of this Agreement;

 

(viii)       any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) of this Agreement in connection with losses resulting from a deductible clause in a blanket or master force-placed policy in respect of the Mortgaged Properties;

 

(ix)         any other amounts required by the provisions of this Agreement (including without limitation, with respect to the Companion Loan or any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set forth in the Co-Lender Agreement, related mezzanine intercreditor agreement) to be deposited into the Collection Account by the Master Servicer or Special Servicer;

 

(x)          any Master Servicer Prepayment Interest Shortfall Amounts in respect of the Trust Loan pursuant to Section 3.17(c) of this Agreement; and

 


 



-112-



 



 

(xi)         any indemnity payment received from a Trust Loan Seller in connection with its indemnification of the Trust for losses directly related to a Material Breach or Material Document Defect pursuant to Section 2.03(e) of this Agreement.

 

The foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12 and the Co-Lender Agreement), Assumption Fees, Modification Fees, loan service transaction fees, consent fees, extension fees, demand fees, defeasance fees, beneficiary statement charges and similar fees need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, in accordance with Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect to the Whole Loan as additional compensation.

 

In the event that the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

 

Upon receipt of any of the amounts described in clauses (i), (ii), (v), (vi), (vii) and (ix) above of this Section 3.05(a) with respect to the Whole Loan if it is a Specially Serviced Loan but is not an REO Loan, the Special Servicer shall remit such amounts within one Business Day after receipt thereof (except, if such amounts are not properly identified, the Special Servicer shall promptly identify such amounts and shall remit such amounts within one Business Day after such identification) to the Master Servicer for deposit into the Collection Account in accordance with the second paragraph of this Section 3.05 of this Agreement, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to the REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account pursuant to Section 3.15(b) of this Agreement. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier.

 

(b)        The Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account in its own name for the benefit of the Trustee, in trust for the benefit of the Certificateholders, the Companion Loan Holders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Lower-Tier Distribution Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

(c)          With respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator, on or before the Servicer Remittance Date, Available Funds then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06 of this Agreement. Upon receipt from the Master Servicer of such amounts held in the Collection Account, the Certificate Administrator shall deposit in the Lower-Tier Distribution Account (A) the amount of Available Funds to be distributed pursuant to Section 4.01 of this Agreement hereof, (B) Prepayment Charges to be distributed pursuant to Section 4.01(c) of this

 


 



-113-



 



 

Agreement and (C) in the Interest Reserve Account as part of the Lower-Tier REMIC, the amount of any Withheld Amounts to be deposited pursuant to Section 3.05(e) of this Agreement.

 

(d)          The Certificate Administrator shall establish and maintain the Upper-Tier Distribution Account in its own name for the benefit of the Trustee, in trust for the benefit of the Certificateholders. The Upper-Tier Distribution Account shall be established and maintained as an Eligible Account or a sub-account of an Eligible Account. Promptly on each Distribution Date, the Certificate Administrator shall withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Upper-Tier Distribution Account on or before such date the Lower-Tier Distribution Amount for such Distribution Date to be distributed in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a) of this Agreement on such date.

 

The Certificate Administrator shall establish and maintain on behalf of the Trust and for the benefit of the Holders of the Class S Certificates, a segregated non-interest bearing reserve account (the “Excess Interest Distribution Account”). The Excess Interest Distribution Account must be an Eligible Account or a subaccount of an Eligible Account. The Excess Interest Distribution Account shall be an asset of the Grantor Trust and beneficially owned by the Holders of the Class S Certificates and shall not be an asset of any Trust REMIC. Funds on deposit in the Excess Interest Distribution Account shall be uninvested. Upon receipt from the Servicer of such amounts held in the Collection Account, the Certificate Administrator shall deposit in the Excess Interest Distribution Account any Excess Interest to be distributed to the Holders of the Class S Certificates.

 

(e)           The Certificate Administrator shall establish and maintain the Interest Reserve Account in its own name on behalf of the Trustee, in trust for the benefit of the Certificateholders and the Trustee as the holder of the Lower-Tier Regular Interests. The Interest Reserve Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

(f)           On each Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, unless in either case such Servicer Remittance Date is the final Servicer Remittance Date, the Certificate Administrator shall calculate the Withheld Amounts. On each such Servicer Remittance Date, the Certificate Administrator shall withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Certificate Administrator shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account any provision herein to the contrary notwithstanding. On or prior to the Servicer Remittance Date in March of each calendar year (or in February if the final Distribution Date will occur in such month), the Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.

 

(g)          Funds in the Collection Account and the REO Account may be invested in Permitted Investments in accordance with the provisions of Section 3.07 of this Agreement. Funds in the Distribution Account and the Interest Reserve Account shall remain uninvested.

 


 



-114-



 



 

The Master Servicer shall give written notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer of the location and account number of the Collection Account as of the Closing Date and shall notify the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, in writing prior to any subsequent change thereof. The Certificate Administrator shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master Servicer of the location and account number of each of the Distribution Accounts and the Interest Reserve Account as of the Closing Date and shall notify the Depositor, the Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to any subsequent change thereof.

 

(h)           Notwithstanding anything to the contrary contained herein, with respect to each Due Date prior to contribution of a Companion Loan into a securitization, on the Servicer Remittance Date and following the contribution of a Companion Loan into a securitization, on the earlier of (a) the Servicer Remittance Date or (b) the first Business Day after the “determination date” as such term or similar term is defined in the Other Pooling and Servicing Agreement (provided, however, that in no event shall such “determination date” occur prior to (and any such otherwise earlier “determination date” shall be deemed to occur on) the 6th day of each month or, if such 6th day is not a Business Day, the next succeeding Business Day), the Master Servicer shall remit, from amounts on deposit in the Collection Account, to the Companion Loan Holders by wire transfer in immediately available funds to the respective accounts of the Companion Loan Holders or an agent therefor appearing on the respective Companion Loan Holder Register on the related date such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first class mail to the address of such Companion Loan Holder or its agent appearing on the related Companion Loan Holder Register) the applicable Remittance Amount allocable to such Companion Loan Holder.

 

Section 3.06  Permitted Withdrawals from the Collection Account and the Distribution Accounts; Trust Ledger. (a) The Master Servicer shall maintain a separate Trust Ledger with respect to the Whole Loan on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On each Servicer Remittance Date (or such other date as specified below or on which funds are available for such purpose as specified below), with respect to the Whole Loan, the Master Servicer shall make withdrawals from amounts allocated thereto in the Collection Account (and may debit the Trust Ledger and any related sub-ledger) for the purposes listed below in accordance with the allocation priorities in the Co-Lender Agreement (the order set forth below not constituting an order of priority for such withdrawals):

 

(i)           on or before 3:00 p.m. (New York City Time) on each Servicer Remittance Date, to remit to the Certificate Administrator the amounts to be deposited into the Lower-Tier Distribution Account (including without limitation the aggregate of the Available Funds and Prepayment Charges) which the Certificate Administrator shall then deposit into the Upper-Tier Distribution Account and the Interest Reserve Account, pursuant to Section 3.05(d) and Section 3.05(c) of this Agreement, respectively;

 

(ii)           to pay (A) itself, unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement); the Operating

 


 



-115-



 



 

Advisor, unpaid Operating Advisor Fees; and the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of the Whole Loan, Specially Serviced Loan or REO Loan, as applicable, the Master Servicer’s, Operating Advisor’s or Special Servicer’s, as applicable, rights to payment of Servicing Fees, Operating Advisor Fees and Special Servicing Fees, Liquidation Fees and Workout Fees pursuant to this clause (ii)(A) with respect to the Whole Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of the Whole Loan, Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon; (B) the Special Servicer, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of a Specially Serviced Loan or an REO Loan, as applicable, remaining unpaid out of general collections on the Whole Loan, Specially Serviced Loan and REO Property and (C) the Operating Advisor, any unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees were received from the Borrower);

 

(iii)         to reimburse itself or the Trustee, as applicable (in reverse of such order with respect to the Trust Loan), for unreimbursed P&I Advances with respect to the Trust Loan (other than Nonrecoverable Advances, which are reimbursable pursuant to clause (v) below) and to reimburse each related Companion Loan Service Provider for unreimbursed Companion Loan Advances with respect to a related Companion Loan (other than such advance which have been determined to be nonrecoverable, which are reimbursable pursuant to clause (v) below), the Master Servicer’s, the Trustee’s and the applicable Serviced Companion Loan Service Provider’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent Late Collections for the Trust Loan or the related Companion Loan, as applicable (as allocated thereto pursuant to the Co-Lender Agreement), during the applicable period;

 

(iv)         to reimburse itself or the Trustee, as applicable (in reverse of such order with respect to the Whole Loan or REO Property), for unreimbursed Property Advances and Administrative Advances, the Master Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with respect to the Whole Loan or REO Property being limited to, as applicable, payments received from the Borrowers which represent reimbursements of such Property Advances or Administrative Advances, as applicable, Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds with respect to the Whole Loan or REO Property;

 

(v)          (A) first, to reimburse itself and the Trustee, as applicable (in reverse of such order with respect to the Whole Loan or REO Property), with respect to Nonrecoverable Property Advances, second, to reimburse or itself and the Trustee, as applicable, and each related Companion Loan Service Provider (in reverse of such order with respect to the Whole Loan or REO Property) with respect to Nonrecoverable P&I Advances and nonrecoverable Companion Loan Advances with respect to the Senior Notes, on a pro rata and pari passu basis (based on the total outstanding principal balance of the Senior Notes), third to reimburse itself and the Trustee, as applicable (in reverse of such order with respect to the Whole Loan or REO Property) with respect to Nonrecoverable P&I Advances with respect to the Junior Notes, based on the outstanding

 


 



-116-



 



 

principal balance of the Junior Notes, and fourth, to reimburse itself and the Trustee, as applicable (in reverse of such order with respect to the Whole Loan or REO Property), with respect to Nonrecoverable Administrative Advances with respect to the Trust Notes, on a pro rata and pari passu basis (based on the total outstanding principal balance of the Trust Notes), first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds received on the Whole Loan and REO Property, second, out of the principal portion of general collections on the Whole Loan and REO Property, and then, to the extent the principal portion of general collections is insufficient and with respect to such deficiency only, subject to any election at its sole discretion (or at the Trustee’s sole discretion for the reimbursement of the Trustee) to defer reimbursement thereof pursuant to this Section 3.06 of this Agreement, out of other collections on the Whole Loan and REO Property; provided that, in the case of Nonrecoverable Property Advances, only to the extent that amounts on deposit in the Collection Account are insufficient for reimbursement therefor, the Master Servicer shall use commercially reasonable efforts to exercise on behalf of the Trust the rights of the Trust under the Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the Companion Loan from the Companion Loan Holders and (B) to pay itself or the Special Servicer out of general collections on the Whole Loan and REO Property, with respect to the Whole Loan or REO Property any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to the Whole Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;

 

(vi)         at such time as it reimburses itself and the Trustee, as applicable (in reverse of such order with respect to the Whole Loan or REO Property), for (A) any unreimbursed P&I Advance made with respect to the Trust Loan or any unreimbursed Companion Loan Advances made with respect to the Companion Loan pursuant to clause (iii) above, to pay itself, the Trustee or the applicable Companion Loan Service Provider, as applicable, any Advance Interest Amounts accrued and payable thereon, (B) any unreimbursed Property Advances made with respect to the Whole Loan or REO Property or Administrative Advances made with respect to the Trust Loan or REO Property pursuant to clause (iv) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon or (C) any Nonrecoverable Advances (or nonrecoverable Companion Loan Advances) made with respect to the Trust Loan or Whole Loan, as applicable, or REO Property pursuant to clause (v) above, to pay itself, the Trustee or the applicable Companion Loan Service Provider, as the case may be, any Advance Interest Amounts (or interest on Companion Loan Advances) accrued and payable thereon, in each case first from Penalty Charges as provided in Section 3.12(d) and then from general collections; provided that, in the case of (A) above, such party’s right to reimbursement pursuant to this clause (vi) shall be limited to amounts on deposit in the Collection Account allocable to the Trust Loan or the related Companion Loan for which the advance was made;

 

(vii)        to reimburse itself, the Special Servicer, the Custodian, the Operating Advisor, the Certificate Administrator or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or

 


 



-117-



 



 

Defect giving rise to a repurchase obligation of a Trust Loan Seller under Section 6 of the related Trust Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase obligation, together with interest thereon at the Advance Rate, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to the Trust Loan subject to the following: (a) if the Repurchase Price is paid for the Trust Loan, then such Person’s right to reimbursement shall be limited to that portion of the Repurchase Price that represents such expense in accordance with clause (e) of the definition of Repurchase Price, or (b) if no Repurchase Price or an indemnity payment pursuant to Section 2.03(e) is paid and proceedings are instituted to enforce the Trust Loan Sellers’ payment or performance pursuant to each Trust Loan Purchase Agreement, then such Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of the Trust Loan Sellers or settlement of the Breach or Defect claim with respect to collections relating to the Trust Loan;

 

(viii)       to pay itself all Prepayment Interest Excesses on the Whole Loan (if and to the extent any such Prepayment Interest Excess exceeds any Master Servicer Prepayment Interest Shortfall Amounts calculated pursuant to Section 3.17(c) of this Agreement);

 

(ix)         (A) to pay itself, as additional Servicing Compensation in accordance with Section 3.12(a) of this Agreement, (1) interest and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account as provided in Section 3.12(b) of this Agreement (but only to the extent of the net investment earnings with respect to such Collection Account for any period from any Distribution Date to the immediately succeeding Servicer Remittance Date) and (2) Penalty Charges on the Whole Loan so long as it is not a Specially Serviced Loan or REO Loan, but only to the extent collected from the Borrowers and only to the extent that all amounts then due and payable with respect to the Whole Loan have been paid and are not needed to pay interest on Advances or Companion Loan Advances in accordance with Section 3.12 and/or pay or reimburse the Trust for Additional Trust Fund Expenses incurred with respect to the Whole Loan during or prior to the related Collection Period (including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.12(c) of this Agreement, Penalty Charges on the Whole Loan so long as it is a Specially Serviced Loan or REO Loan, but only to the extent collected from the Borrowers and only to the extent that all amounts then due and payable with respect to the Specially Serviced Loan have been paid and are not needed to pay interest on Advances or Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees or Liquidation Fees), all in accordance with Section 3.12;

 

(x)          to pay itself, the Special Servicer, the Operating Advisor, the Depositor or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) of this Agreement;

 

(xi)         to pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(e), 3.10(f), 3.15(a), 3.15(b) and 10.08 of this Agreement;

 


 



-118-



 



 

(xii)        to pay out of general collections on the Whole Loan and REO Property any and all federal, state and local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor pursuant to this Agreement;

 

(xiii)       to reimburse the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator out of general collections on the Whole Loan and REO Property for expenses incurred by and reimbursable to it by the Trust Fund;

 

(xiv)       to pay any Person permitted to purchase the Trust Loan under Section 3.16 of this Agreement with respect to the Trust Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;

 

(xv)        to pay to itself, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Custodian or the Depositor, as the case may be, any amount specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is not made in any other clause of this Section 3.06, it being acknowledged that this clause (xv) shall not be construed to modify any limitation or requirement otherwise set forth in this Agreement as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which any such payment or reimbursement is permitted to be made;

 

(xvi)       to withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto;

 

(xvii)      to pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment income earned on funds deposited in the Collection Account;

 

(xviii)     [Reserved];

 

(xix)       to pay itself, the Special Servicer or the Trust Loan Sellers, as the case may be, with respect to the Trust Loan, if any, previously purchased by such Person pursuant to or as contemplated by this Agreement, all amounts received on the Trust Loan subsequent to the date of purchase;

 

(xx)        to pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d) of this Agreement;

 

(xxi)       pursuant to the CREFC® License Agreement, to pay the CREFC® License Fee to CREFC® on a monthly basis;

 

(xxii)      to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement; and

 


 



-119-



 



 


 


(xxiii)             to make remittances each month in an aggregate amount of immediately available funds equal to the Remittance Amount to the Companion
Loan Holders in accordance with Section 3.05(h) and in accordance with the Co-Lender Agreement, including amounts to be
remitted to the Companion Loan Holders or the Companion Loan Servicer Providers under clauses (iii), (v) and (vi);
provided that Liquidation Proceeds relating to the repurchase of the Companion Loan by the related seller thereof shall
be remitted solely to the holder of the Companion Loan, as the case may be, and Liquidation Proceeds relating to the repurchase
of a Trust Loan related to the Whole Loan by the related Trust Loan Seller shall be remitted solely to the Collection Account.


 


For
the avoidance of doubt, and notwithstanding the foregoing provisions of this Section 3.06(a), any such amounts payable
from the Collection Account to the Special Servicer, the Certificate Administrator, the Trustee or to itself for which the Master
Servicer (or the Trustee) is required to advance as an Administrative Advance shall be paid from Administrative Advances therefor
deposited into the Collection Account (or deemed deposited into the Collection Account if such payment is advanced by the Master
Servicer (or the Trustee) directly to the party entitled to such payment).


 


Upon
written request, the Master Servicer shall provide to the Certificate Administrator such records and any other information in
the possession of the Master Servicer to enable the Certificate Administrator to determine the amounts attributable to the Lower-Tier
REMIC.


 


The
Master Servicer shall pay to the Trustee, the Operating Advisor, the Certificate Administrator or the Special Servicer from the
Collection Account amounts permitted to be paid to the Trustee, the Operating Advisor, the Certificate Administrator or the Special
Servicer therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, a Responsible Officer of the
Certificate Administrator, a Responsible Officer of the Operating Advisor or a Servicing Officer of the Special Servicer, as applicable,
describing the item and amount to which such Person is entitled (unless such payment to the Trustee, the Operating Advisor, the
Certificate Administrator or the Special Servicer, as the case may be, is specifically required pursuant to this Agreement and
the timing and the amount of payment is specified in, or calculable pursuant to, this Agreement, in which case a certificate is
not required). The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts
stated therein.


 


The
Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer, the Operating Advisor and CREFC®
shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time
to time for the reimbursement or payment of the Servicing Compensation (including investment income), Trustee/Certificate Administrator
Fees, Special Servicing Compensation (including investment income), the Operating Advisor Fees, the CREFC® License
Fee, Advances, Advance Interest Amounts (for the Master Servicer or the Trustee), their respective indemnification payments (if
any) pursuant to Section 6.03, Section 8.05 or Section 10.02 of this Agreement (for each of such Persons
other than CREFC®), their respective expenses hereunder to the extent such fees and expenses are to be reimbursed
or paid from amounts on deposit in the Collection Account pursuant to this Agreement. For the avoidance of doubt, any fees or
expenses (including legal fees) for


 



    -120-


     


    

 


which a party is to be indemnified pursuant to Section 6.03 herein may be submitted
directly to the Trust Fund to be paid from amounts on deposit in the Collection Account. In addition, the Certificate Administrator,
the Trustee, the Special Servicer, the Master Servicer and the Operating Advisor shall in all cases have a right prior to the
Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of any
federal, state or local taxes imposed on either Trust REMIC.


 


Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Whole Loan deposited in the Collection Account and
available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its
sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant
to Section 3.06 or Section 3.06(b) of this Agreement immediately, may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the Collection Period ending on the then-current Determination Date for
successive one-month periods for a total period not to exceed 12 months. If the Master Servicer or the Trustee makes such an election
at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion to elect to defer; it
is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one-month Collection Period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee
shall further be authorized (in its sole discretion) to wait for principal collections on the Trust Loan and the Companion Loan
to be received before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance
(or portion thereof) until the end of such Collection Period; provided, however, that the Master Servicer or the
Trustee shall give notice of its election to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), at least 15 days prior to any reimbursement
to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Whole Loan unless (1) the
Master Servicer or the Trustee determines in its sole discretion that waiting 15 days after such a notice could jeopardize its
ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the
Master Servicer or the Trustee that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master
Servicer or the Trustee has not timely received from the Certificate Administrator information requested by the Master Servicer
or the Trustee to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
clause (1), (2) or (3) apply, the Master Servicer or the Trustee shall give notice of an anticipated reimbursement to it
of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Whole Loan as soon as reasonably
practicable in such circumstances to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement). Neither the Master Servicer nor the Trustee shall


 



    -121-


     


    

 



have any liability for any loss, liability or expense resulting from any notice provided to each Rating Agency contemplated by
the immediately preceding sentence.


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.06 or to comply with the terms
of this Section 3.06 and the other provisions of this Agreement that apply once such an election, if any, has been made.
If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that it should recover the Nonrecoverable
Advances without deferral as described above, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Advance Rate from all amounts in the Collection Account
for such Distribution Date. Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more Collection Periods shall not limit the accrual
of interest at the Advance Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, election to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and the Companion Loan Holders and shall not be construed
as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders or the
Companion Loan Holders. Nothing herein shall be deemed to create in the Certificateholders or the Companion Loan Holders a right
to prior payment of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement
for Advances (deferred or otherwise). In all events, the decision to defer reimbursement or to seek immediate reimbursement of
Nonrecoverable Advances shall be deemed to be (a) in accordance with the Servicing Standard with respect to the Master Servicer
and (b) in accordance with good faith business judgment, with respect to the Trustee, and in each case, none of the Master Servicer,
the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders
or the Companion Loan Holders for any such election that such party makes as contemplated by this Section 3.06 or for any
losses, damages or other adverse economic or other effects that may arise from such an election.


 


None
of the Master Servicer, the Special Servicer or the Trustee shall be permitted to reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance.


 


If
the Master Servicer or the Trustee, as applicable, is reimbursed out of general collections for any unreimbursed Advances that
are determined to be Nonrecoverable Advances (together with any interest accrued and payable thereon at the Advance Rate), then
(for purposes of calculating distributions on the Certificates) such reimbursement and payment of interest shall be deemed to
have been made: first, out of the Principal Distribution Amount, which, but for its application to reimburse a Nonrecoverable
Advance and/or to pay interest thereon at the Advance Rate, would be included in Available Funds for any subsequent Distribution
Date and, second, out of other amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to
pay interest thereon, would be included in Available Funds for any subsequent Distribution Date.


 


(b)                
Notwithstanding anything to the contrary contained herein, with respect to the Companion Loan, the Master Servicer shall withdraw
from the related Collection Account and remit to the Companion Loan Holders, within one (1) Business Day of receipt of properly


 



    -122-


     


    

 



identified funds, any amounts that represent Late Collections or Principal Prepayments on the Companion Loan or any successor
REO Loan with respect thereto (exclusive of any portion of such amount payable or reimbursable to any third party in accordance
with the Co-Lender Agreement or this Agreement), unless such amount would otherwise be included in the monthly remittance to the
holder of the Companion Loan for such month; provided, however, that to the extent any such amounts are received
after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit
such Late Collections or Principal Prepayments to the applicable Other Servicer within one (1) Business Day of receipt of properly
identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly
identified funds.


 


If
the Master Servicer fails, as of 5:00 p.m. (New York City Time) on any Servicer Remittance Date or any other date a remittance
is required to be made, to remit to the Certificate Administrator (in respect of the Trust Loan) or the Companion Loan Holders
(in respect of the Companion Loan) any amounts required to be so remitted hereunder by such date (including any P&I Advance
pursuant to Section 4.07), the Master Servicer shall pay to the Certificate Administrator (in respect of the Trust Loan)
or the Companion Loan Holders (in respect of the Companion Loan), for the account of the Certificate Administrator (in respect
of the Trust Loan) or Companion Loan Holders (in respect of the Companion Loan), interest, calculated at the Prime Rate, on such
amount(s) not timely remitted, from the time such payment was required to be made (without regard to any grace period) until (but
not including) the date such late payment is received by the Certificate Administrator or the Companion Loan Holders, as applicable.


 


(c)               
 On each Servicer Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer or the
Special Servicer is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by the Master
Servicer or the Special Servicer, as applicable.


 


(d)                
If amounts required to pay the expenses allocable to the Companion Loan exceed amounts on deposit in the Collection Account and
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall have sought reimbursement
from the Trust Fund with respect to such expenses allocable to the Companion Loan, the Master Servicer or Special Servicer, as
applicable, shall seek (on behalf of the Trust Fund, subject to the Co-Lender Agreement) payment or reimbursement for the pro
rata portion of such expenses allocable to the Companion Loan from the Companion Loan Holders or, if the Companion Loan has
been deposited into a securitization, out of general collections in the collection account established pursuant to the related
Other Pooling and Servicing Agreement.


 


(e)               
 [Reserved.]


 


(f)               
 The Certificate Administrator, may, from time to time, make withdrawals from the Lower-Tier Distribution Account for any of the
following purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not previously
paid from the Collection Account:


 


(i)               
 to make deposits of the Lower-Tier Distribution Amount and the amount of any Prepayment Charges distributable pursuant to Section
4.01(a) of this Agreement in the


 



    -123-


     


    

 


Upper-Tier Distribution Account, and to make distributions on the Class LR Certificates pursuant
to Section 4.01(a) of this Agreement;


 


(ii)                
to pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Trustee/Certificate Administrator Fees;


 


(iii)               
to pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier Distribution Account
pursuant to Section 3.07(b) of this Agreement;


 


(iv)               
to pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the
case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(c) and Section 8.05(d) of this Agreement;


 


(v)                
to recoup any amounts deposited in the Lower-Tier Distribution Account in error; and


 


(vi)               
to clear and terminate the Lower-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


 


(g)                
The Certificate Administrator, may make withdrawals from the Upper-Tier Distribution Account for any of the following purposes:


 


(i)                 
to make distributions to Certificateholders (other than Holders of the Class LR Certificates) on each Distribution Date pursuant
to Section 4.01 or 9.01 of this Agreement, as applicable;


 


(ii)                
to recoup any amounts deposited in the Upper-Tier Distribution Account in error; and


 


(iii)               
to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


 


Section
3.07     Investment of Funds in the Collection Account, the REO Account, the Lock-Box Accounts, the Cash
Collateral Accounts and the Reserve Accounts. (a)  The Master Servicer (with respect to the Collection Account and
the Borrower Accounts (as defined below and subject to the second succeeding sentence)) and the Special Servicer (with respect
to any REO Account) may direct any depository institution maintaining the Collection Account, the Borrower Accounts and the REO
Account (each such account, for purposes of this Section 3.07, an “Investment Account”), to invest the
funds in such Investment Account maintained by it in one or more Permitted Investments that bear interest or are sold at a discount,
and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required
to be withdrawn from such Investment Account pursuant to this Agreement. Any investment of funds on deposit in an Investment Account
by the Master Servicer or the Special Servicer shall be documented in writing and shall provide evidence that such investment
is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow
Account, Lock-Box Account, Cash Collateral Account or


 



    -124-


     


    

 


Reserve Account (the “Borrower Accounts”), the Master
Servicer shall act upon the written request of the Borrowers or Manager to the extent that the Master Servicer is required to
do so under the terms of the Loan Documents, provided that in the absence of appropriate written instructions from the
Borrowers or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but
will be entitled to, direct the investment of funds in such accounts in Permitted Investments. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name
of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee. Neither the Certificate Administrator nor
the Trustee shall have any responsibility or liability with respect to the investment directions of the Master Servicer, the Special
Servicer, the Borrowers or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master
Servicer shall have no responsibility or liability with respect to the investment directions of the Special Servicer, the Certificate
Administrator, the Trustee, the Borrowers or Manager or any losses resulting therefrom, whether from Permitted Investments or
otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment directions of the Master
Servicer, the Certificate Administrator, the Trustee, the Borrowers or Manager or any losses resulting therefrom, whether from
Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (or the Special Servicer) shall:


 


(x)             consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and


 


(y)            demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer) that such Permitted
Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account.


 


(b)            All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master
Servicer (except with respect to the investment of funds deposited in (i) the Borrower Accounts, which shall be for the benefit
of the Borrowers to the extent required under the Loan Documents or applicable law or (ii) the REO Account, which shall be
for the benefit of the Special Servicer) and, if held in the Collection Account or REO Account shall be subject to withdrawal
by the Master Servicer or the Special Servicer, as applicable, in accordance with Section 3.06 or Section 3.15(b)
of this Agreement, as applicable. The Master Servicer, or with respect to the REO Account, the Special Servicer, shall deposit
from its own funds into the Collection Account or any REO Account, as applicable, the amount of any loss incurred in respect of
any such Permitted Investment immediately upon realization of such loss; provided, however, that the Master Servicer
or the Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in
such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in the Borrower Account
immediately upon realization of such loss the amount of any loss incurred in respect of Permitted Investments, except to the extent
that amounts are invested at the direction of or for the benefit of the Borrowers under the terms of the Loan Documents or applicable
law; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such


 



    -125-


     


    

 


loss is incurred solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company
has satisfied the qualifications set forth in the definition of Eligible Account both (x) at the time the investment was
made and (y) 30 days prior to such insolvency.


 


(c)            Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any Permitted Investment, in either case as a result
of an action or inaction of the Master Servicer or the Special Servicer, as applicable, the Trustee may, and upon the request
of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may be
appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the
event the Trustee takes any such action, (i) the Master Servicer, if such Permitted Investment was for the benefit of the
Master Servicer or (ii) the Special Servicer, if such Permitted Investment was for the benefit of the Special Servicer, shall
pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee
in connection therewith.


 


(d)            For the avoidance of doubt, the Collection Account, each REO Account, the Interest Reserve Account and the Lower-Tier Distribution
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC,
and the Upper-Tier Distribution Account shall be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


Section
3.08        Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.
(a)  Unless the Whole Loan is an REO Loan, the Master Servicer shall use efforts consistent with the Servicing Standard
to cause the Borrowers to maintain the following insurance coverage (including identifying the extent to which the Borrowers are
maintaining insurance coverage and, if the Borrowers do not maintain such coverage, the Master Servicer will itself cause such
coverage to be maintained with Qualified Insurers) for the Mortgaged Properties: (x) except where the Loan Documents permit
the Borrowers to rely on self-insurance provided by a tenant, a fire and casualty extended coverage insurance policy, which does
not provide for reduction due to depreciation, in an amount that is at least equal to the full replacement cost of improvements
securing the Whole Loan, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause and (y) all
other insurance coverage (including, but not limited to, coverage for acts of terrorism) that is required, subject to applicable
law, under the Loan Documents; provided that:


 


(i)             the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on the Mortgaged Properties
unless the Trustee has an insurable interest and such insurance policy was (x) in effect at the time of the origination of
the Whole Loan, or (y) was required by the Loan Documents and is available at commercially reasonable rates, provided that
the Master Servicer shall require the Borrowers to maintain such insurance in the amount, in the case of clause (x),
maintained at origination, and in the case of clause (y), required by the Whole Loan to the extent such amounts are
available at commercially reasonable rates and to the extent the Trustee has an insurable interest;


 






    -126-


     


    

 


(ii)            if and to the extent that the Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise)
as to the insurance provider from whom the Borrowers are to obtain the requisite insurance coverage, the Master Servicer shall
(to the extent consistent with the Servicing Standard) require the Borrowers to obtain the requisite insurance coverage from Qualified
Insurers;


 


(iii)           the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing Standard to cause the Borrowers
to maintain the insurance required to be maintained under the Loan Documents; provided, however, that this clause
shall not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided herein;


 


(iv)           except as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to
cause the Borrowers to maintain, or itself obtain, insurance coverage to the extent that the failure of the Borrowers to maintain
insurance coverage is an Acceptable Insurance Default (as determined by the Special Servicer);


 


(v)            to the extent that the Master Servicer itself is required to maintain insurance that the Borrowers do not maintain, the Master
Servicer will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis
at commercially reasonable rates, and only to the extent the Trustee as lender has an insurable interest thereon; and


 


(vi)           any explicit terrorism insurance requirements contained in the Loan Documents shall be enforced by the Master Servicer in accordance
with the Servicing Standard, unless the Special Servicer has consented to a waiver (including a waiver to permit the Master Servicer
to accept insurance that does not comply with specific requirements contained in the Loan Documents) in writing of that provision
in accordance with the Servicing Standard; provided that the Special Servicer shall promptly notify the Master Servicer
in writing of such waiver.


 


The
Master Servicer shall notify the Special Servicer, the Certificate Administrator and the Trustee if the Master Servicer determines
in accordance with the Servicing Standard that the Borrowers have failed to maintain insurance required under the Loan Documents
and such failure materially and adversely affects the interests of the Certificateholders or if the Borrowers have notified the
Master Servicer in writing that the Borrowers do not intend to maintain such insurance and that the Master Servicer has determined
in accordance with the Servicing Standard that such failure materially and adversely affects the interests of the Certificateholders.


 


Subject
to Section 3.15(b) of this Agreement, if the Mortgaged Properties are an REO Property, the Special Servicer shall use efforts,
consistent with the Servicing Standard, to maintain (subject to the right of the Special Servicer to direct the Master Servicer
to make a Property Advance for the costs associated with coverage that the Special Servicer determines to maintain, in which case
the Master Servicer shall make such Property Advance) with Qualified Insurers to the extent reasonably available at commercially
reasonable rates and to the extent the Trustee has an insurable interest, (a) a fire and casualty extended coverage insurance
policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser


 



    -127-


     


    

 


 of the full
replacement value of the Mortgaged Properties or the outstanding principal balance of the Mortgage Loan or REO Loan (or such greater
amount of coverage required by the Loan Documents (unless such amount is not available)), but, in any event, in an amount sufficient
to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage
comparable to that which would be required under prudent lending requirements and in an amount not less than $1,000,000 per occurrence,
and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues
or rents for a period of at least 18 months; provided, however, that the Special Servicer shall not be required
in any event to maintain or obtain insurance coverage described in this paragraph beyond what is reasonably available at a commercially
reasonable rate and consistent with the Servicing Standard.


 


All
such insurance policies maintained as described above shall contain (if they insure against loss to property) a “standard”
mortgagee clause, with loss payable to the Master Servicer (on behalf of the Trustee on behalf of Certificateholders and the Companion
Loan Holders), or shall name the Trustee as the insured, with loss payable to the Special Servicer on behalf of the Trustee (on
behalf of Certificateholders and the Companion Loan Holders) (in the case of insurance maintained if the Mortgaged Properties
are an REO Property). Any amounts collected by the Master Servicer or Special Servicer, as applicable, under any such policies
(other than amounts to be applied to the restoration or repair of any Mortgaged Property or REO Property or amounts to be released
to the Borrowers, in each case in accordance with the Servicing Standard) shall be deposited in the Collection Account, subject
to withdrawal pursuant to Section 3.06 of this Agreement, in the case of amounts received in respect of the Whole Loan,
or in the REO Account of the Special Servicer, subject to withdrawal pursuant to Section 3.15 of this Agreement, in the
case of amounts received in respect of the REO Property. Any cost incurred by the Master Servicer or the Special Servicer in maintaining
any such insurance shall not, for purposes hereof, including calculating monthly distributions to Certificateholders or the Companion
Loan Holders, be added to the Stated Principal Balance of the Whole Loan, notwithstanding that the terms of the Loan Agreement
may so permit; provided, however, that this sentence shall not limit the rights of the Master Servicer or Special
Servicer on behalf of the Trust Fund to enforce any obligations of the Borrowers under the Whole Loan. Any costs incurred by the
Master Servicer in maintaining insurance policies in respect of the Whole Loan or a Specially Serviced Loan (other than the REO
Property) (i) if the Borrowers default on their obligation to do so, shall be advanced by the Master Servicer as a Property
Advance and will be charged to the Borrowers and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders,
be added to the Stated Principal Balance of the Whole Loan, notwithstanding that the terms of the Whole Loan may so permit. Any
cost incurred by the Special Servicer in maintaining any such insurance policies with respect to the REO Property shall be an
expense of the Trust Fund (allocated in accordance with the allocation provisions of the Co-Lender Agreement) payable out of the
REO Account or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Property Advance
(or paid from the Collection Account if the Master Servicer determines such Advance would be a Nonrecoverable Advance, subject
to Section 3.21(d) of this Agreement).


 


(b)            If either:


 


(x)
the Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master
force-placed policy insuring against


 



    -128-


     


    

 


hazard losses on all of the Mortgaged Properties or REO Property, as applicable, then, to
the extent such policy (i) is obtained from a Qualified Insurer, and (ii) provides protection equivalent to the individual policies
otherwise required, or


 


(y)
the Master Servicer or Special Servicer has long-term unsecured debt obligations or deposit accounts that are rated not lower
than “A-” by Fitch and “A(low)” by DBRS Morningstar, and the Master Servicer or Special Servicer self-insures
for its obligation to maintain the individual policies otherwise required,


 


then
the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its obligation
to cause hazard insurance to be maintained on the Mortgaged Properties or REO Property, as applicable.


 


Such
a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or the Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been
maintained on the Mortgaged Properties or REO Property thereunder a hazard insurance policy complying with the requirements of
Section 3.08(a) of this Agreement, and there shall have been one or more losses that would have been covered by such an
individual policy, promptly deposit into the Collection Account, from its own funds, the amount not otherwise payable under the
blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that
any such deductible exceeds the deductible limitation that pertained to the Whole Loan (or, in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard). The Master Servicer
and Special Servicer, as the case may be, shall prepare and present, on behalf of itself, the Trustee and the Certificateholders
and the Companion Loan Holders claims under any such blanket or master force-placed policy maintained by it in a timely fashion
in accordance with the terms of such policy. If the Master Servicer or Special Servicer, as applicable, causes the Mortgaged Properties
or REO Property to be covered by such “force-placed” insurance policy, the incremental costs of such insurance applicable
to the Mortgaged Properties or REO Property (i.e., other than any minimum or standby premium payable for such policy whether
or not the Mortgaged Properties or REO Property are covered thereby) shall be paid as a Property Advance.


 


(c)            If the Whole Loan is subject to an Environmental Insurance Policy, and the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect
and the Master Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions
of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. If the Whole Loan becomes a Specially Serviced Loan or an REO Loan and is subject to an Environmental Insurance
Policy, if the Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy,
such Special Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions
of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust, on
behalf of the Certificateholders and the Companion Loan Holders, is entitled thereunder. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any claim under an Environmental Insurance Policy
described above (whether by


 



    -129-


     


    

 


the Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer
as a Property Advance.


 


(d)            The Master Servicer and Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which the Whole Loan is a Specially Serviced Loan or an REO Loan)
keep in force with a Qualified Insurer, a fidelity bond in such form and amount as are consistent with the Servicing Standard.
The Master Servicer or Special Servicer, as applicable, shall be deemed to have complied with the foregoing provision if an Affiliate
thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the
Master Servicer or Special Servicer, as the case may be. Such fidelity bond shall provide that it may not be canceled without
ten days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of
the Master Servicer (or its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate
parent if such insurance is guaranteed by its parent), as applicable, are rated not lower than “A-” by Fitch and at
least its equivalent by DBRS Morningstar (if then rated by DBRS Morningstar), the Master Servicer or the Special Servicer, as
applicable, may self-insure with respect to the fidelity bond coverage required as described above, in which case it shall not
be required to maintain an insurance policy with respect to such coverage.


 


The
Master Servicer and Special Servicer, as applicable, shall at all times during the term of this Agreement (or, in the case of
the Special Servicer, at all times during the term of this Agreement during which the Whole Loan is a Specially Serviced Loan
or an REO Loan) also keep in force with a Qualified Insurer a policy or policies of insurance covering loss occasioned by the
errors and omissions of its officers and employees in connection with their servicing obligations hereunder, which policy or policies
shall be in such form and amount as are consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as
applicable, shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by
the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or Special Servicer, as
the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten days’ prior
written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer
(or its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as
applicable, are rated not lower than “A-” by Fitch and “A(low)” by DBRS Morningstar (if then rated by
DBRS Morningstar), the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the errors and
omissions coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect
to such coverage.


 


(e)            The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this
Agreement an “errors and omissions” insurance policy, with a Qualified Insurer, covering losses that may be sustained
as a result of an officer’s or employee’s errors or omissions.


 


Section
3.09     Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a)  If
the Whole Loan contains a provision in the nature of a “due-on-sale” clause (including, without limitation, sales
or transfers of the Mortgaged Properties (in full


 



    -130-


     


    

 


or part) or the sale, transfer, pledge or hypothecation of direct or indirect
interests in a Borrower or its owners), which by its terms:


 


(i)             provides that the Whole Loan will (or may at the mortgagee’s option) become due and payable upon the sale or other transfer
of an interest in the Mortgaged Properties (including, without limitation, the sale, transfer, pledge or hypothecation of direct
or indirect interests in a Borrower or its owners),


 


(ii)            provides that the Whole Loan may not be assumed without the consent of the related mortgagee in connection with any such sale
or other transfer, or


 


(iii)           provides that the Whole Loan may be assumed or transferred without the consent of the mortgagee, provided certain conditions
set forth in the Loan Documents are satisfied,


 


then,
for so long as the Trust Loan is included in the Trust Fund, neither the Master Servicer (with respect to the Whole Loan if it
is a Performing Loan) (with the consent of the Special Servicer) nor the Special Servicer (with respect to the Whole Loan if it
is a Specially Serviced Loan), as applicable, on behalf of the Trust Fund, shall be required to enforce any such due-on-sale clauses
and in connection therewith neither shall be required to (x) accelerate payments thereon or (y) withhold its consent
to such an assumption if (1) such provision is not enforceable under applicable law or if the Master Servicer (with respect
to the Whole Loan if it is a Performing Loan, and with the consent of the Special Servicer) or the Special Servicer (with respect
to the Whole Loan if it is a Specially Serviced Loan or an REO Loan), as applicable, determines, that the enforcement of such
provision is reasonably likely to result in meritorious legal action by a Borrower or (2) the Master Servicer (with the consent
of the Special Servicer) or the Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting
such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Calculation
Rate), than would enforcement of such clause. If the Master Servicer (with respect to the Whole Loan if it is a Performing Loan
and with the consent of the Special Servicer) or the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced
Loan or an REO Loan), as applicable, determines that (A) granting such consent would be likely to result in a greater recovery,
(B) such provision is not legally enforceable, or (C) that the conditions described in clause (a)(iii) above
relating to the assumption or transfer of the Whole Loan have been satisfied, the Master Servicer (with respect to the Whole Loan
if it is a Performing Loan) (with the consent of the Special Servicer) or the Special Servicer (with respect to the Whole Loan
if it is a Specially Serviced Loan or REO Loan) is authorized to take or enter into an assumption agreement from or with the Person
to whom the Mortgaged Properties have been or are about to be conveyed, and to release the original Borrowers from liability upon
the Whole Loan and substitute the new borrower as obligor thereon; provided that (a) the credit status of the prospective
new borrower is in compliance with the Master Servicer’s or the Special Servicer’s servicing standards and criteria
and the terms of the Mortgage and consistent with the Servicing Standard and (b) the Master Servicer (with respect to the Whole
Loan if it is a Performing Loan) or the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan or
REO Loan), as applicable, has received a No Downgrade Confirmation from each of the Rating Agencies (or has been deemed to satisfy
such requirement). In addition, with respect to the Companion Loan, neither the Master Servicer nor the Special Servicer shall
waive any rights under a due on sale


 



    -131-


     


    

 


clause unless it first obtains a No Downgrade Confirmation with respect to the Companion
Loan Securities to the extent required under the related Other Securitization Trust. The Master Servicer and the Special Servicer
shall be entitled to rely on the master servicer and/or the special servicer of the related Other Securitization Trust to determine
whether a No Downgrade Confirmation is required with respect to any related Companion Loan under such Other Securitization Trust.
In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give
prior notice thereof to the Master Servicer. The Master Servicer (with respect to the Whole Loan if it is a Performing Loan) or
the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan or an REO Loan) shall notify the Trustee
and the Certificate Administrator and the Master Servicer or the Special Servicer, as applicable, that any such assumption or
substitution agreement has been completed by forwarding to the Custodian (with a copy to the Master Servicer, the Certificate
Administrator and the Trustee, as applicable) the original copy of such agreement, which copies shall be added to the Mortgage
File and shall, for all purposes, be considered a part of the Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. To the extent not otherwise precluded by the Loan Documents, neither the Master Servicer (with respect
to the Whole Loan if it is a Performing Loan) (with the consent of the Special Servicer) nor the Special Servicer (with respect
to a Specially Serviced Loan or an REO Loan) shall approve an assumption or substitution without requiring the Borrowers to pay
any fees owed to the Rating Agencies associated with the approval of such assumption or substitution. However, in the event that
the Borrowers are required but fail to pay such fees, such fees shall be an expense of the Trust Fund; provided that, with respect
to the Companion Loan, the Master Servicer (if the Whole Loan is a Performing Loan) or the Special Servicer (if the Whole Loan
is a Specially Serviced Mortgage Loan), shall, after receiving payment from amounts on deposit in the Collection Account, if any,
(i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with the Servicing Standard to exercise on behalf
of the Trust Fund the rights of the Trust Fund under the Co-Lender Agreement to obtain reimbursement for a pro rata portion
of such amount allocable to the Companion Loan from the Companion Loan Holders.


 


(b)            If the Whole Loan contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms:


 


(i)             provides that the Whole Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any lien
or other encumbrance on the Mortgaged Properties or any direct or indirect ownership interest in any Borrower (including, unless
specifically permitted, any additional mezzanine financing of any Borrower or any Mortgaged Property or any sale or transfer of
preferred equity in any Borrower or its owners),


 


(ii)            requires the consent of the mortgagee to the creation of any such lien or other encumbrance on the Mortgaged Properties (including,
without limitation, any additional mezzanine financing of any Borrower or any Mortgaged Property or any sale or transfer of preferred
equity in any Borrower or its owners), or


 


(iii)           provides that the Mortgaged Properties may be further encumbered without the consent of the mortgagee (including, without limitation,
any additional mezzanine financing of any Borrower or any Mortgaged Property or any sale or transfer of preferred


 



    -132-


     


    

 


equity in any
Borrower or its owners), provided that certain conditions set forth in the Loan Documents are satisfied,


 


then,
subject to the consent rights of the Directing Holder during a Subordinate Control Period, neither the Master Servicer (with respect
to the Whole Loan if it is a Performing Loan) (with the consent of the Special Servicer) nor the Special Servicer (with respect
to the Whole Loan if it is a Specially Serviced Loan or an REO Loan), on behalf of the Trust Fund, shall be required to enforce
such due-on-encumbrance clauses and in connection therewith, will not be required to (i) accelerate the payments on the Whole
Loan or (ii) withhold its consent to such lien or encumbrance, if the Master Servicer (with the consent of the Special Servicer)
or the Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement
would not be in the best interests of the Certificateholders and the Companion Loan Holders, or that in the case of the circumstances
described in clause (b)(iii) above, that the conditions to further encumbrance have been satisfied and (y) receives
a No Downgrade Confirmation from the Rating Agencies (or has been deemed to satisfy such requirement). In addition, with respect
to the Companion Loan, neither the Master Servicer nor the Special Servicer shall waive any rights under a due on encumbrance
clause unless it first obtains a No Downgrade Confirmation with respect to the related Companion Loan Securities to the extent
required under each related Other Securitization Trust. The Master Servicer and the Special Servicer shall be entitled to rely
on the master servicer and/or the special servicer of the Other Securitization Trusts to determine whether a No Downgrade Confirmation
is required with respect to the Companion Loan under the related Other Securitization Trust. To the extent not otherwise precluded
by the Loan Documents, neither the Master Servicer (with respect to the Whole Loan if it is a Performing Loan and with the consent
of the Special Servicer) nor the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan or REO Loan)
shall approve such lien or encumbrance without requiring the Borrowers to pay any fees owed to the Rating Agencies associated
with the approval of such lien or encumbrance. However, in the event that the Borrowers are required but fail to pay such fees,
such fees shall be an expense of the Trust Fund; provided that the Master Servicer (if the Whole Loan is a Performing Loan) or
the Special Servicer (if the Whole Loan is a Specially Serviced Mortgage Loan), shall be required, after receiving payment from
amounts on deposit in the Collection Account, if any, to (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent
with the Servicing Standard to exercise on behalf of the Trust Fund the rights of the Trust Fund under the Co-Lender Agreement
to obtain reimbursement for a pro rata portion of such amount allocable to the Companion Loan from the Companion Loan Holders.


 


(c)            [Reserved].


 


(d)            The Master Servicer and the Special Servicer, as applicable, shall each provide copies of any waivers it effects pursuant to Section
3.09(a) or (b) of this Agreement to the other party and the 17g-5 Information Provider (which shall promptly post such
waivers to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) with respect to
the Trust Loan.


 


(e)            Nothing in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive
notice of any assumption of the Trust Loan, any sale or other transfer of any Mortgaged Property or the creation of any lien or
other encumbrance with respect to the Mortgaged Properties.


 






    -133-


     


    

 


(f)             In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer
shall not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of the Whole Loan or the Notes, other than pursuant
to Section 3.26 hereof, as applicable.


 


(g)            When the Special Servicer’s consent is requested under this Section 3.09, such consent shall be deemed given 15 Business
Days after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s
written analysis and recommendation with respect to such proposed action together with such other information reasonably required
by the Special Servicer.


 


(h)            If the Whole Loan permits release of one or more Mortgaged Properties through defeasance:


 


(i)             subject to the consent rights and process set forth in Section 6.09 with respect to Major Decisions, the Master Servicer
shall process all defeasances of the Whole Loan in accordance with the terms of the related Loan Documents, and shall be entitled
to any defeasance fees paid relating thereto;


 


(ii)            if the Whole Loan requires that the lender purchase the required government securities, then the Master Servicer shall purchase,
or shall cause the purchase of, such obligations on behalf of the Trust, at the Borrower’s expense, in accordance with the
terms of the Whole Loan; provided that the Master Servicer shall not accept the amounts paid by the any Borrower to effect
defeasance until acceptable government securities have been identified;


 


(iii)           to the extent not inconsistent with the Whole Loan, the Master Servicer shall require each related Borrower to provide an Opinion
of Counsel (which shall be an expense of the Borrower) to the effect that the Trustee has a first priority perfected security
interest in the defeasance collateral (including the government securities) and the assignment of the defeasance collateral is
valid and enforceable;


 


(iv)           to the extent not inconsistent with the Whole Loan, the Master Servicer shall require a certificate at the Borrower’s expense
from an Independent certified public accountant certifying to the effect that the government securities will provide cash flows
sufficient to meet all payments of interest and principal (including payments at maturity) on the Whole Loan in compliance with
the requirements of the terms of the related Loan Documents;


 


(v)            prior to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of Counsel
to the effect that such release will not cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; provided that to the extent
not inconsistent with the Whole Loan, the related Borrower shall pay the cost related to the Opinion of Counsel (and shall otherwise
be a Property Advance);


 






    -134-


     


    

 


(vi)           no defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs or if the Companion Loan
is held by a REMIC, on or prior to the second anniversary of the startup day of such REMIC;


 


(vii)          the Master Servicer shall, at the expense of the related Borrower (to the extent not inconsistent with the related Loan Documents),
cause the U.S. government securities to be held for the benefit of the Certificateholders and the Companion Loan Holders, and
apply payments of principal and interest received on the government obligations in respect of the defeased Whole Loan in accordance
with the terms of the Loan Documents;


 


(viii)         the Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Whole Loan requiring the Borrowers
to pay all reasonable expenses associated with a defeasance;


 


(ix)            to the extent not inconsistent with the Whole Loan, or to the extent the Loan Documents provide the lender with discretion, the
Master Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the government securities
related to the Whole Loan, to act as a successor borrower;


 


(x)             each Rating Agency and, to the extent required by the Other Securitization Trust, each rating agency relating to any Companion
Loan Securities must provide a No Downgrade Confirmation; and


 


(xi)            to the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received
by it from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments
as payments made on the Whole Loan in advance of its Due Date in accordance with clause (a) of the definition of Principal
Distribution Amount, and not as a prepayment of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days.


 


(i)             Neither the Master Servicer nor the Special Servicer shall permit a “Permitted Assumption” (as defined under the Loan
Agreement) pursuant to the terms of the Loan Agreement unless is has first obtained a No Downgrade Confirmation with respect to
such assumption and relating to the Certificates.


 


Section
3.10     Appraisals; Realization upon Defaulted Mortgage Loan. (a) Contemporaneously with the
earliest of (i) the effective date of any (A) modification of the Maturity Date or extended Maturity Date, the Whole
Loan Rate, principal balance or amortization terms of the Whole Loan, (B) extension of the Maturity Date or extended Maturity
Date of the Whole Loan as described below in Section 3.26 of this Agreement, or (C) consent to the release of any
Mortgaged Property from the lien of the Mortgage other than pursuant to the terms of the Whole Loan, (ii) the occurrence
of an Appraisal Reduction Event and (iii) a default in the payment of a Balloon Payment for which an extension is not granted,
the Special Servicer shall use commercially reasonable efforts consistent with the Servicing Standard to obtain an Updated


 



    -135-


     


    

 


Appraisal
(or a letter update for an existing appraisal which is less than two years old) within 60 days of such event, the cost of which
shall constitute a Property Advance; provided, however, that the Special Servicer shall not be required to obtain
an Updated Appraisal pursuant to clauses (i) through (iii) above with respect to the Mortgaged Properties for
which there exists an Appraisal or Updated Appraisal which is less than nine months old unless the Special Servicer has actual
knowledge of a material adverse change in circumstances that, consistent with the Servicing Standard, would call into question
the validity of such Appraisal or Updated Appraisal. For so long as the Whole Loan is a Specially Serviced Loan, the Special Servicer
shall obtain letter updates to an Updated Appraisal every nine months. The Master Servicer shall use all Updated Appraisals obtained
by the Special Servicer to calculate any Appraisal Reduction Amount. Prior to the Special Servicer granting extensions beyond
one year or any subsequent extension after granting a one year extension with respect to the Whole Loan, the Master Servicer shall
recalculate any Appraisal Reduction Amount based on an Updated Appraisal. The Special Servicer shall obtain letter updates, every
nine months, to an Updated Appraisal for so long as an Appraisal Reduction Event exists with respect to the Whole Loan and the
Special Servicer shall recalculate the Appraisal Reduction Amount based on such Updated Appraisal. In addition, upon receipt of
each Updated Appraisal, the Special Servicer shall re-compute the Appraisal Reduction Amount which shall be adjusted accordingly.
If the Appraisal Reduction Amount is reduced as a result of any such adjustment then (a) each Class of Certificates that has been
notionally reduced as a result of Appraisal Reduction Amounts shall have its related Certificate Balance notionally restored to
the extent required by such adjustment, (b) the Special Servicer shall redetermine whether a Subordinate Control Period or a Subordinate
Consultation Period is then in effect and which Class of Certificates is the then-Controlling Class, and (c) the Special Servicer
shall notify the Master Servicer, the Operating Advisor and the Certificate Administrator of the amount of such adjustment. The
aggregate Appraisal Reduction Amount allocable to the Trust Loan for any Distribution Date shall be applied by the Certificate
Administrator to notionally reduce the Certificate Balances of the following Classes of Certificates in the following order of
priority: first, to the Class HRR Certificates; second, to the Class D Certificates; third, to the Class
C Certificates; fourth, to the Class B Certificates; and finally, to the Class A Certificates (provided in each
case that no Certificate Balance in respect of any such Class may be notionally reduced below zero). The Special Servicer shall
send all such letter updates and Updated Appraisals to the Master Servicer, the Trustee, the Certificate Administrator, the Directing
Holder (during any Subordinate Control Period and any Subordinate Consultation Period), the Operating Advisor and the 17g-5 Information
Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). During any Subordinate Control Period and any Subordinate Consultation Period, within 15 days after the
occurrence of an Appraisal Reduction Event, the Special Servicer shall notify the Directing Holder and the Operating Advisor of
the occurrence of such Appraisal Reduction Event. The Special Servicer shall send all such letter updates and Updated Appraisals
to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the 17g-5 Information Provider (which
shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement).


 


The
Special Servicer shall monitor the Whole Loan so long as it is a Specially Serviced Loan, evaluate whether the causes of the default
can be corrected over a reasonable period without significant impairment of the value of the Mortgaged Properties, initiate corrective
action (with notification to and the consent of the Directing Holder during any Subordinate Control


 



    -136-


     


    

 


Period and upon consultation
with the Directing Holder during any Subordinate Consultation Period) in cooperation with the Borrowers if, in the Special Servicer’s
judgment a cure is likely, and take such other actions (including without limitation, negotiating and accepting a discounted payoff
of the Whole Loan) as are consistent with the Servicing Standard. If, in the Special Servicer’s judgment, such corrective
action has been unsuccessful, no satisfactory arrangement can be made for collection of delinquent payments, and the Specially
Serviced Loan has not been released from the Trust Fund pursuant to any provision hereof, and except as otherwise specifically
provided in Section 3.09(a) and (b) of this Agreement, the Special Servicer may, to the extent consistent with the
Asset Status Report and with the Servicing Standard, accelerate the Specially Serviced Loan and commence a foreclosure or other
acquisition with respect to the Mortgaged Properties; provided that the Special Servicer determines that such acceleration
and foreclosure are more likely to produce a greater recovery to Certificateholders and the Companion Loan Holders (as a collective
whole as if such Certificateholders and Companion Loan Holders constituted a single lender) on a present value basis (discounting
at the related Calculation Rate) than would a waiver of such default or an extension or modification in accordance with the provisions
of Section 3.26 hereof. The Master Servicer shall pay the costs and expenses in any such proceedings as a Property Advance
unless the Master Servicer or the Special Servicer, as applicable, determines, in its good faith judgment, that such Property
Advance would constitute a Nonrecoverable Advance; provided, however, that if such Property Advance would constitute
a Nonrecoverable Advance but the Special Servicer determines (with the Master Servicer permitted to conclusively rely upon any
such determination) that such payment would be in the best interests of the Certificateholders and the Companion Loan Holders
(as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender) the Special Servicer
shall direct the Master Servicer to make such payment from the Collection Account, which payment shall be an Additional Trust
Fund Expense. The Trustee shall be entitled to conclusively rely upon any determination of the Master Servicer or Special Servicer
that a Property Advance, if made, would constitute a Nonrecoverable Advance. If the Master Servicer does not make such Property
Advance in violation of the second preceding sentence, the Trustee shall make such Property Advance, unless the Trustee determines
that such Property Advance would be a Nonrecoverable Advance. The Master Servicer and the Trustee, as applicable, shall be entitled
to reimbursement of Property Advances (with interest at the Advance Rate) made pursuant to this paragraph to the extent permitted
by Section 3.06 of this Agreement.


 


The
Special Servicer shall deliver by electronic mail (or via other means of electronic delivery reasonably acceptable to the Master
Servicer and the Special Servicer) to the Master Servicer any information in the Special Servicer’s possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount or updated Appraisal Reduction Amount
pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following
the Master Servicer’s written request therefor (which request shall be made promptly, but in no event later than ten (10)
Business Days after the Special Servicer’s receipt of the applicable Appraisal); provided, however, that the
Master Servicer’s failure to timely make such request shall not relieve the Special Servicer of its obligation to provide
such information to the Master Servicer in the manner and timing set forth in this sentence; provided, further,
that it shall not be a Master Servicer Termination Event if the Master Servicer fails to satisfy its obligation to determine,
calculate, redetermine or recalculate an Appraisal Reduction Amount within the time periods set forth in this Agreement to the
extent such failure is due to or caused by the Special Servicer’s failure to deliver the information reasonably


 



    -137-


     


    

 


required
to make such determination, calculation, redetermination or recalculation within the time periods set forth in this Agreement.
The Special Servicer shall not calculate Appraisal Reduction Amounts.


 


(b)            If the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged
Properties are located, the Special Servicer shall not be required to pursue a deficiency judgment against the Borrowers or any
other liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or (ii) if the Special Servicer determines, in its best judgment, that the likely recovery if a deficiency judgment is obtained
will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination
is evidenced by an Officer’s Certificate delivered to the Trustee and the Certificate Administrator.


 


(c)            Prior to any foreclosure or by transfer-in-lieu (or deed-in-lieu) of foreclosure, with respect to the Mortgaged Properties, the
Special Servicer shall consider all information in its possession or provided by the Master Servicer from the Borrowers or of
which the Special Servicer otherwise has actual knowledge with respect to any environmental matters with respect to the Mortgaged
Properties, and based on such information shall determine in accordance with Servicing Standard if any independent site assessments
of the Mortgaged Properties are advisable. The Special Servicer, in the case of any foreclosure with respect to the Mortgaged
Properties will, prior to acquiring the Property consider the risks associated with the foreclosure and only take action in accordance
with its established environmental review procedures and in any event in accordance with the Servicing Standard. The Special Servicer
shall deliver a copy of any environmental assessment report to the 17g-5 Information Provider in electronic format and the 17g-5
Information Provider shall make such report available to the Rating Agencies and other NRSROs pursuant to Section 3.14(d).


 


If
the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in
the best economic interest of the Trust Fund (as determined in accordance with Servicing Standard) to institute a foreclosure
or take any other actions described in the immediately preceding paragraph, pursuant to the terms hereof, the Special Servicer
shall take such proposed action subject to the rights of the Directing Holder to consent to and/or consult in respect of such
action, as applicable. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any
Collateral (other than the Mortgaged Properties) on behalf of the Trust REMIC unless it receives an Opinion of Counsel (the cost
of which shall be paid by the Master Servicer as an Administrative Advance unless the Master Servicer determines that such Administrative
Advance would constitute a Nonrecoverable Advance) to the effect that such acquisition will not cause the imposition of a tax
on the Trust REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under
the REMIC Provisions or cause the Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding.


 


The
Special Servicer shall direct the Master Servicer to, and the Master Servicer shall, advance the cost of any such compliance,
containment, clean up or remediation as an Administrative Advance unless the Servicer determines that such Advance would constitute
a Nonrecoverable Advance.


 


(d)            In the event that title to the Mortgaged Properties is acquired in foreclosure or by deed-in-lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee, or to


 



    -138-


     


    

 


its nominee (which shall not include the Special Servicer) or a separate
Trustee or co-Trustee on behalf of the Trustee as Holder of the Lower-Tier Regular Interests and the Certificateholders and the
Companion Loan Holder. Notwithstanding any such acquisition of title and cancellation or partial cancellation of the Whole Loan,
the Whole shall (except for purposes of Section 9.01 of this Agreement) be considered to be an REO Loan until such time
as the REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses. Consistent with
the foregoing, for purposes of all calculations hereunder, so long as the Whole shall be considered to be an outstanding Whole,
as applicable:


 


(i)             it shall be assumed that, notwithstanding that the indebtedness evidenced by the Notes shall have been discharged or partially
discharged, the Notes and, for purposes of determining the Stated Principal Balance thereof, the related amortization schedule,
if any, in effect at the time of any such acquisition of title shall remain in effect; and


 


(ii)            subject to Section 1.02(f) of this Agreement, Net REO Proceeds received in any month shall be applied to amounts that would
have been payable under the Notes in accordance with the terms of the Notes and the Co-Lender Agreement. In the absence of such
terms, Net REO Proceeds shall, subject to Section 1.02(f) of this Agreement, be deemed to have been received first,
in payment of the accrued interest that remained unpaid on the date that the REO Property was acquired by the Trust Fund; second,
in respect of the delinquent principal installments that remained unpaid on such date; and thereafter, Net REO Proceeds
received in any month shall be applied to the payment of installments of principal, if any, and accrued interest on the Whole
Loan deemed to be due and payable in accordance with the terms of the Notes and such amortization schedule, if any, until such
principal has been paid in full and then to other amounts due under the Whole Loan. If such Net REO Proceeds exceed the Monthly
Payment then payable, the excess shall be treated as a Principal Prepayment received in respect of the Whole Loan.


 


(e)            Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund
and the Companion Loan Holders any personal property pursuant to this Section 3.10 unless either:


 


(i)             such personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by
the Special Servicer for the benefit of the Trust Fund and the Companion Loan Holders; or


 


(ii)            the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Lower-Tier
REMIC) to the effect that the holding of such personal property by the Lower-Tier REMIC will not cause an Adverse REMIC Event
at any time that any Certificate is outstanding.


 


(f)             Notwithstanding any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund,
obtain title to any direct or indirect partnership interest or other equity interest in the Borrowers pledged pursuant to any
pledge agreement unless the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an
expense of the Trust Fund and in accordance with the allocation provisions of the Co-Lender Agreement) to the effect that the
holding of such partnership interest


 



    -139-


     


    

 


or other equity interest by the Trust Fund will not cause Adverse REMIC Event at any time
that any Certificate is outstanding.


 


(g)            Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee, on
behalf of the Trust Fund, to obtain title to the Mortgaged Properties as a result of or in lieu of foreclosure or otherwise, to
obtain title to any direct or indirect partnership interest in the Borrowers pledged pursuant to a pledge agreement and thereby
be the beneficial owner of the Mortgaged Properties, to have a receiver of rents appointed with respect to the Mortgaged Properties,
and shall not otherwise cause the Trustee to acquire possession of, or take any other action with respect to, the Mortgaged Properties
if, as a result of any such action, the Trustee, for the benefit of the Trust Fund or the Certificateholders or the Companion
Loan Holders would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of the Mortgaged Properties within the meaning of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has determined in
accordance with the Servicing Standard, based on an updated environmental assessment prepared by an Independent Person who regularly
conducts environmental audits (which report shall be an expense of the Trust), that:


 


(i)             each Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders and the Companion Loan Holders, as a collective
whole as if such Certificateholders and Companion Loan Holders constituted a single lender, to take such actions as are necessary
to bring such Mortgaged Property in compliance therewith, and


 


(ii)            there are no circumstances present at any Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
and the Companion Loan Holders, as a collective whole as if such Certificateholder and the Companion Loan Holders constituted
a single lender, to take such actions with respect to such Mortgaged Property.


 


In
the event that the environmental assessment first obtained by the Special Servicer with respect to any Mortgaged Property indicates
that such Mortgaged Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present
but does not definitively establish such fact, the Special Servicer shall cause such further environmental tests to be conducted
by an Independent Person who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests
of Certificateholders and the Companion Loan Holders. Any such tests shall be deemed part of the environmental assessment obtained
by the Special Servicer for purposes of this Section 3.10.


 


(h)            The environmental assessment contemplated by Section 3.10(g) of this Agreement shall be prepared within three months (or
as soon thereafter as practicable) of the determination that such assessment is required by any Independent Person who regularly
conducts


 



    -140-


     


    

 


 environmental audits for purchasers of commercial property where the Mortgaged Properties are located, as determined
by the Special Servicer in a manner consistent with the Servicing Standard. Upon the written direction of the Special Servicer
and delivery by the Special Servicer to the Master Servicer of pertinent back-up information the Master Servicer shall advance
the cost of preparation of such environmental assessments as a Property Advance unless the Master Servicer determines, in its
good faith judgment, that such Property Advance would be a Nonrecoverable Advance. The Master Servicer shall be entitled to reimbursement
of Property Advances (with interest at the Advance Rate) made pursuant to the preceding sentence to the extent permitted by Section
3.06. The Special Servicer shall provide written reports and a copy of any environmental assessments in electronic format
to the Master Servicer, the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post such materials
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), monthly regarding any
actions taken by the Special Servicer with respect to the Mortgaged Properties securing a Defaulted Mortgage Loan as to which
the environmental testing contemplated by Section 3.10(g) of this Agreement has revealed that either of the conditions
set forth in clause (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the
earlier to occur of (i) satisfaction of both such conditions, (ii) repurchase of the Trust Loan by the Trust Loan Sellers
or (iii) release of the lien of the Mortgage on the Mortgaged Properties.


 


(i)             If the Special Servicer determines pursuant to Section 3.10(g)(i) that any Mortgaged Property is not in compliance with
applicable environmental laws but that it is in the best economic interest of the Certificateholders and the Companion Loan Holders,
as a collective whole as if the Certificateholders and the Companion Loan Holders constituted a single lender, to take such actions
as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant to Section
3.10(g)(ii) that the circumstances referred to therein relating to Hazardous Materials are present but that it is in the best
economic interest of the Certificateholders and the Companion Loan Holders, as a collective whole as if the Certificateholders
and the Companion Loan Holders constituted a single lender, to take such action with respect to the containment, clean-up or remediation
of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, the Special Servicer shall take
such action (subject to the rights of the Directing Holder to consent to and/or consult in respect of such action and/or the Operating
Advisor to consult in respect of such action) as it deems to be in the best economic interest of the Certificateholders and the
Companion Loan Holders, as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender,
but only if the Certificate Administrator has mailed notice to the Holders of the Principal Balance Certificates and the Companion
Loan Holders of such proposed action, which notice shall be prepared by the Special Servicer, and only if the Certificate Administrator
does not receive, within 30 days of such notification, instructions from the Holders of the Principal Balance Certificates entitled
to a majority of the Voting Rights and the Companion Loan Holders directing the Special Servicer not to take such action. Notwithstanding
the foregoing, if the Special Servicer reasonably determines that it is likely that within such 30-day period irreparable environmental
harm to any Mortgaged Property would result from the presence of such Hazardous Materials and provides a prior written statement
to the Trustee and the Certificate Administrator setting forth the basis for such determination, then the Special Servicer may
take or cause to be taken such action to remedy such condition as may be consistent with the Servicing Standard. None of the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer shall be obligated to take any action or not take any
action pursuant to this Section 3.10(i) at the direction of the Certificateholders and


 



    -141-


     


    

 


the Companion Loan Holders unless
the Certificateholders and the Companion Loan Holders agree to indemnify the Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer with respect to such action or inaction. The Master Servicer shall advance the cost of any such
compliance, containment, clean-up or remediation as a Property Advance unless the Master Servicer determines, in its good faith
judgment, that such Advance would constitute a Nonrecoverable Advance.


 


(j)             The Special Servicer shall notify the Master Servicer if the Mortgaged Properties are abandoned or foreclosed and requires reporting
to the IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be
reported with respect to the Whole Loan if it is abandoned or foreclosed and the Master Servicer shall report to the IRS and the
Borrowers, in the manner required by applicable law, such information and the Master Servicer shall report, via Form 1099C or
1099A, all forgiveness of indebtedness, abandonment or foreclosure to the extent such information has been provided to the Master
Servicer by the Special Servicer. The Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(k)            The costs of any Updated Appraisal obtained pursuant to this Section 3.10 shall be paid by the Master Servicer as a Property
Advance and shall be reimbursable from the Collection Account.


 


Section
3.11     Custodian to Cooperate; Release of Mortgage File. Upon the payment in full of the Whole Loan,
or the receipt by the Master Servicer of a notification that payment in full has been escrowed in a manner customary for such
purposes, the Master Servicer shall immediately notify the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in
the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing Officer
and shall request delivery to it of the Mortgage File. Any expense incurred in connection with any instrument of satisfaction
or deed of reconveyance that is not paid by the Borrowers shall be chargeable to the Trust Fund. The Master Servicer agrees to
use reasonable efforts in accordance with the Servicing Standard to enforce any provisions in the Loan Documents that require
the Borrowers to pay such amounts. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance
shall be an expense of the Trustee or the Custodian or chargeable to the Collection Account.


 


From
time to time upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release,
the Custodian shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the
Master Servicer or the Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation
or conversion of the Whole Loan into an REO Loan, or receipt by the Custodian of a certificate of a Servicing Officer stating
that the Mortgaged Properties were liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account have been so deposited, or that the Whole Loan has become an REO
Loan, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or the Special Servicer, as applicable.


 






    -142-


     


    

 


Upon
written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with respect to the
Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced
Loan or an REO Loan) any court pleadings, requests for a trustee’s sale or other documents prepared by the Special Servicer,
its agents or attorneys, necessary to the foreclosure or trustee’s sale in respect of the Mortgaged Properties or to any
legal action brought to obtain judgment against the Borrowers on the Notes or Mortgage or to obtain a deficiency judgment, or
to enforce any other remedies or rights provided by the Notes or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason
such documents or pleadings are required, that the proposed action is consistent with the Servicing Standard and that the execution
and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination
of such a lien upon completion of the foreclosure or trustee’s sale.


 


Section
3.12        Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing
Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled to the Servicing
Fee. The Master Servicer’s rights to the Servicing Fee may not be transferred in whole or in part except in connection with
the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as provided in the
following paragraph with respect to the Excess Servicing Fee. In addition, the Master Servicer shall be entitled to receive, as
additional Servicing Compensation, to the extent permitted by applicable law, the Loan Documents and the Co-Lender Agreement,
(i) all investment income earned on amounts on deposit in the Collection Account and certain Reserve Accounts (to the extent
consistent with the Loan Documents), (ii) any Net Default Interest and any other Penalty Charges collected by the Master Servicer
or the Special Servicer during a Collection Period accrued on the Whole Loan if it is a Performing Loan, in each case, remaining
after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and
to pay or reimburse the Trust for any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees
and Liquidation Fees) relating to such Performing Loan incurred during or prior to such Collection Period, and as further described
in Section 3.12(d), (iii) any amounts collected for checks returned for insufficient funds (with respect to the Whole Loan
if it is Performing Loan or a Specially Serviced Loan), demand fees (with respect to the Whole Loan if it is a Performing Loan)
or similar items (with respect to the Whole Loan if it is a Performing Loan) (but not including Prepayment Charges) and (iv) to
the extent permitted by applicable law and the Loan Documents, 100% of any Modification Fees, loan service transaction fees and
consent fees with respect to (and other similar fees relating to) the Whole Loan if it is a Performing Loan where the consent
of the Special Servicer is not required (50% of such fees where the consent of the Special Servicer is required), 100% of any
defeasance fees, 100% of Assumption Fees and consent fees (or similar fees) relating to the transactions referred to in Section
3.09(b) of this Agreement with respect to the Whole Loan if it is a Performing Loan where the consent of the Special Servicer
is not required (50% of such fees where the consent of the Special Servicer is required), 100% of beneficiary statement charges,
demand fees or similar items (but not including Prepayment Charges) with respect to the Whole Loan if it is a Performing Loan
and 100% of assumption application fees with respect to the Whole Loan if it is a Performing Loan, in each case to the extent
received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05 of this Agreement.
For the avoidance of doubt, with respect to any fee split between the Master Servicer and the Special Servicer pursuant to the
terms of Section 3.12(a)


 



    -143-


     


    

 


or (b) hereof, the Master Servicer and the Special Servicer shall each have the right,
but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided,
however, that (x) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge
the percentage interest of any fee due to the other and (y) to the extent either of the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or
elected not to charge such fee shall not have any right to share in any portion of the other party’s fee. For the avoidance
of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion
of the related fee the Special Servicer would have been entitled to if the Master Servicer had charged a fee and the Master Servicer
shall not be entitled to any of such fee charged by the Special Servicer. The Master Servicer shall also be entitled pursuant
to, and to the extent provided in, Section 3.06(a)(viii) or 3.07(b) of this Agreement, as applicable, to withdraw from
the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the Borrowers under the Whole Loan
or applicable law), Prepayment Interest Excess (if any and to the extent any such Prepayment Interest Excess exceeds the amount
of any Prepayment Interest Shortfalls), and Net Default Interest and any interest or other income earned on deposits therein.


 


KeyBank
National Association and any successor holder of the Excess Servicing Fee Rights that relate to the Whole Loan (and a successor
REO Loan) shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing
Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor
(other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer,
sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Act and any applicable
state securities laws and is otherwise made in accordance with the Act and such state securities laws, (ii) the prospective transferor
shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit P-1 hereto, and (iii)
the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form
attached as Exhibit P-2 hereto. None of the Depositor, the Trustee, the Certificate Administrator or the Certificate Registrar
is obligated to register or qualify an Excess Servicing Fee Right under the Act or any other securities law or to take any action
not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right
without registration or qualification. KeyBank National Association and each holder of an Excess Servicing Fee Right desiring
to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby
agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed
to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders,
the Operating Advisor, the Trust, the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Master
Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt
from registration and/or qualification under the Act or other applicable federal and state securities laws or is not made in accordance
with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess
Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that
could result in a violation of any provision of the Act or other applicable securities laws or that would require registration
of such Excess Servicing Fee Right or any Certificate


 



    -144-


     


    

 


pursuant to the Act. From time to time following any transfer, sale, pledge
or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the Whole Loan or successor REO Loan with
respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of each amount paid to the Master Servicer as
Servicing Fee with respect to the Whole Loan or REO Loan, as the case may be, the related Excess Servicing Fees to the holder
of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fee to the Master Servicer,
in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of
an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of
this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Operating Advisor, the Special
Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or
transfer of the Excess Servicing Fee Right.


 


As
compensation for its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect
to the Trust Loan to its portion of the Trustee/Certificate Administrator Fees, which shall be payable from amounts on deposit
in the Lower-Tier Distribution Account. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the
Trustee/Certificate Administrator Fee and the routine fees of the Certificate Registrar, the Paying Agent and the Authenticating
Agent. The Certificate Administrator’s and the Trustee’s rights to the Trustee/Certificate Administrator Fee may not
be transferred in whole or in part except in connection with the transfer of all of its respective responsibilities and obligations
under this Agreement.


 


If
the Master Servicer resigns or is terminated as the Master Servicer, then it will be entitled to retain the related excess servicing
strip, except to the extent that any portion of such excess servicing strip is needed to compensate any replacement Master Servicer
for assuming the duties of the Master Servicer, as the Master Servicer under this Agreement. The initial Master Servicer will
be entitled to transfer any such excess servicing strip and/or primary servicing fees that may be retained by it in connection
with its resignation or termination.


 


Except
as otherwise provided herein, the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its
servicing activities hereunder, including all fees of any Sub-Servicers retained by it. Except as otherwise provided herein, the
Trustee and the Certificate Administrator shall each pay all expenses incurred by it in connection with its activities hereunder.


 


(b)            As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to a Specially Serviced Loan
or an REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the Collection Account
as set forth in Section 3.06 of this Agreement. The Special Servicer’s rights to the 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 responsibilities
and obligations under this Agreement. In addition, the Special Servicer shall be entitled to receive, as Special Servicing Compensation,
to the extent permitted by applicable law and the Loan Documents, (i) any late payment charges and any Net Default Interest
and any other default charges and Penalty Charges collected by the Master Servicer or the Special Servicer during a Collection
Period accrued on a Specially Serviced Loan remaining after application thereof during such Collection Period (subject to the
terms of the Co-Lender Agreement) to pay the Advance Interest Amount relating to such Specially Serviced Loan and any


 



    -145-


     


    

 


unreimbursed
Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior
to such Collection Period on a Specially Serviced Loan (but not NSF check fees and the like, which shall be paid to the Master
Servicer) as further described below in subsection (c), (ii) 50% of any Assumption Fees, consent fees (or similar
fees) relating to the transactions referred to in Section 3.09(b) of this Agreement, Modification Fees (and other similar
fees) with respect to the Whole Loan if it is a Performing Loan, when the approval from the Special Servicer is required (and
excluding any Prepayment Charges), (iii) any interest or other income earned on deposits in the REO Accounts and (iv) 100%
of any Assumption Fees, assumption application fees, consent fees (or similar fees) relating to the transactions referred to in
Section 3.09(b) of this Agreement, Modification Fees (and other similar fees), loan service transaction fees, beneficiary
statement charges, demand fees or similar items relating to a Specially Serviced Loan or REO Loan. For the avoidance of doubt,
with respect to any fee split between the Master Servicer and the Special Servicer pursuant to the terms of Section 3.12(a) or (b) hereof, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce
or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other
and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have
been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer.


 


Except
as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any Sub-Servicers retained by it.


 


(c)            In addition, a Workout Fee will be payable to the Special Servicer with respect to the Whole Loan if it ceases to be a Specially
Serviced Loan pursuant to the definition thereof. The Workout Fee will be payable out of each collection of interest and principal
(including scheduled payments, prepayments, Balloon Payments and payments at maturity) received on the Whole Loan for so
long as it remains a Corrected Mortgage Loan. The Workout Fee will cease to be payable if the Whole Loan again becomes a Specially
Serviced Loan or if the Mortgaged Properties become an REO Property; provided that a new Workout Fee will become payable
if and when the Whole Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for cause)
or resigns with respect to any or all of its servicing duties, it shall retain the right to receive any and all Workout Fees payable
with respect to a Corrected Mortgage Loan during the period that it had responsibility for servicing such Corrected Mortgage Loan
(or the Specially Serviced Loan had not yet become a Corrected Mortgage Loan because as of the time that the Special Servicer
is terminated, the Borrowers have not made three (3) consecutive monthly debt service payments and subsequently, the Specially
Serviced Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be
payable in accordance with the preceding sentence.


 






    -146-


     


    

 


A
Liquidation Fee will be payable to the Special Servicer with respect to (i) the Trust Loan if repurchased by the Trust Loan Sellers
after the applicable time period (including any applicable extension thereof) in Section 2.03(e) of this Agreement, (ii)
a Specially Serviced Loan as to which the Special Servicer obtains a full, partial or discounted payoff from the Borrowers and
(iii) except as otherwise described below, with respect to a Specially Serviced Loan or REO Property as to which the Special Servicer
recovered any Liquidation Proceeds. As to the Trust Loan repurchased by the Trust Loan Sellers after the applicable time period
(including any applicable extension thereof) in Section 2.03(e) of this Agreement or a Specially Serviced Loan or an REO
Property, the Liquidation Fee will be payable from the related payment or proceeds. Notwithstanding anything to the contrary described
above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds to the extent set forth in the definition
of “Liquidation Fee” herein. With respect to any future mezzanine debt, to the extent not prohibited by the Loan Documents,
the Master Servicer or Special Servicer, as applicable, shall require that the related mezzanine intercreditor agreement provide
that in the event of a purchase of the Whole Loan by the related mezzanine lender after 90 days following the first time that
such holder’s option to purchase the Whole Loan becomes exercisable (provided, however, that even if the purchase
occurs before such expiration the Liquidation Fee will be payable to the extent paid by, and collected from, the related borrower
or the mezzanine lender), such mezzanine lender shall be required to pay a Liquidation Fee equal to the amount that the Special
Servicer would otherwise be entitled to under this Agreement with respect to a liquidation of the Whole Loan (provided,
however, that such Liquidation Fee shall in all circumstances be payable by the related mezzanine lender and shall not,
under any circumstances, be payable out of the Trust unless the Master Servicer fails to require the related mezzanine intercreditor
agreement to require the mezzanine lender to pay such amounts in breach of its obligation to do so under this paragraph). If,
however, Liquidation Proceeds are received with respect to a Specially Serviced Loan as to which the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that
constitute principal and/or interest. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled
to receive a Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation Proceeds received on the Whole Loan or
a Specially Serviced Loan. In the event that (i) the Special Servicer resigns or has been terminated, and (ii) prior or subsequent
to such resignation or termination, either (A) a Specially Serviced Loan was liquidated or modified pursuant to an action
plan submitted by the initial Special Servicer or the Special Servicer has determined to grant a forbearance, or (B) a Specially
Serviced Loan being monitored by the Special Servicer subsequently became a Corrected Mortgage Loan, then in either such event
the Special Servicer (and not the successor special servicer) shall be paid the related Workout Fee or Liquidation Fee, as applicable.


 


The
Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts, other than management fees in respect of the REO Property, due
and owing to any of its sub servicers, any amounts due and owing to any of its Affiliates, and the premiums for any blanket insurance
policy obtained by it insuring against hazard losses pursuant to Section 3.08 of this Agreement, except to the extent such
premiums are reimbursable pursuant to Section 3.08 of this Agreement), if and to the extent such expenses are not expressly
payable directly out of the Collection Account or the REO Account or as a Property Advance, and the


 



    -147-


     


    

 


Special Servicer shall not
be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Borrower, any Borrower Related Party, any Manager, any guarantor
or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or REO Property) in connection with the disposition,
workout or foreclosure of the Whole Loan, the management or disposition of the REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.12; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees; provided, further, that any compensation
or other remuneration that the Master Servicer is permitted to receive or retain pursuant to this Agreement in connection with
its duties in such capacity as the Master Servicer or the Certificate Administrator in connection with its duties in such capacity
as the Certificate Administrator under this Agreement will not be Disclosable Special Servicer Fees.


 


(d)            [Reserved].


 


(e)            In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected in respect of the Whole Loan during the related Collection Period
shall be applied (as between Default Interest and late payment charges, in the priority set forth in the definition of “Advance
Interest Amount”) to reimburse (i) the Master Servicer or the Trustee for interest on Advances at the Advance Rate
with respect to the Trust Loan or Whole Loan that accrued in the period that such Penalty Charges were collected and advance interest
to any Companion Loan Service Provider for any debt service advance made by such party with respect to the related Companion Loan
that accrued in the period that such Penalty Charges were collected, (ii) the Trust Fund for all interest on Advances with
respect to the Trust Loan or Whole Loan previously paid to the Master Servicer, the Trustee or to any Companion Loan Service Provider
pursuant to Section 3.06(a)(vi) of this Agreement and (iii) the Trust Fund for any Additional Trust Fund Expenses
(including Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to the Trust Loan or the Whole Loan paid during
or prior to the Collection Period that such Penalty Charges were collected and not previously paid out of Penalty Charges, and
any Penalty Charges remaining thereafter shall be distributed pro rata to the Master Servicer and the Special Servicer
based upon the amount of Penalty Charges the Master Servicer or the Special Servicer would otherwise have been entitled to receive
during such period with respect to the Whole Loan without any such application.


 


(f)             The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled
to reimbursement from the Collection Account in accordance with Section 3.06 for the costs and expenses incurred by them
in the performance of their respective duties under this Agreement which are “unanticipated expenses incurred by the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall include, by way of example and
not by way of limitation, environmental assessments, Updated Appraisals and appraisals in connection with foreclosure, the fees
and expenses of any administrative or judicial proceeding and expenses expressly identified as


 



    -148-


     


    

 


reimbursable in Section 3.06(a)(xv) of this Agreement. All such costs and expenses shall be treated as costs and expenses of the Lower-Tier REMIC and the Companion
Loan, if applicable.


 


(g)            No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good
faith business judgment of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or
the Trustee, as the case may be, repayment of such funds would not be ultimately recoverable from late payments, Net Insurance
Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and other collections on or in respect of the Trust Loan or Whole
Loan, as applicable, or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.


 


If
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request
or inquiry from any Borrower, any Certificateholder or any other Person the response to which would, in the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s good
faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, the cost of which would not be an expense of the
Trust Fund or the Companion Loan Holders hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator or the Trustee, as the case may be, shall not be required to take any action in response to such request
or inquiry unless such Borrower, such Certificateholder, or such other Person, as applicable, makes arrangements for the payment
of the Master Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s
or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the
Trustee, as the case may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as the case may be, shall have no liability to
any Person for the failure to respond to such request or inquiry.


 


Section
3.13     Reports to the Certificate Administrator; Collection Account Statements. (a)  The
Master Servicer shall deliver to the Certificate Administrator no later than 3:00 p.m. (New York City Time) one Business
Day prior to the Servicer Remittance Date prior to each Distribution Date, the CREFC® Loan Periodic Update File
and the CREFC® Appraisal Reduction Template (or such other report mutually agreed to between the Master Servicer
and the Certificate Administrator), if available, and to the extent required pursuant to Section 4.08 of this Agreement,
with respect to the Trust Loan for the related Distribution Date (which shall include, without limitation, the amount of Available
Funds allocable to all of the Trust Loan) including information therein that states the anticipated P&I Advances for the related
Distribution Date and any CREFC® License Fee Rate. The Master Servicer’s responsibilities under this Section
3.13(a) with respect to REO Loan shall be subject to the satisfaction of the Special Servicer’s obligations under Section
3.23 of this Agreement. In the event of the receipt by the Master Servicer of a Principal Prepayment or other Unscheduled
Payment after a Determination Date but prior to the related Servicer Remittance Date, the Master Servicer shall be permitted to
deliver to the


 



    -149-


     


    

 


Certificate Administrator a revised CREFC® Loan Periodic Update File by no later than 10:00 a.m.
(New York Time) on the Servicer Remittance Date. In connection with the delivery of any revised report, the Master Servicer shall
not be required to pay the Certificate Administrator or any other party any “re-state fee” or any other fee for delivery
of such revised report and shall not be required to bear any expenses or penalty charges in connection with the processing of
such Principal Prepayment or Unscheduled Payment. With respect to the Companion Loan, the Master Servicer shall make available
to the Companion Loan Holders on each Distribution Date or, if the Companion Loan is securitized, the applicable related Other
Servicer no later than the time(s) that it is available to the Certificate Administrator, the CREFC® Investor Reporting
Package (excluding any templates) pursuant to the terms of this Agreement on a monthly basis. The Special Servicer shall provide
any templates relating to the Companion Loan included in the CREFC® Investor Reporting Package and prepared by
the Special Servicer pursuant to the terms hereof to the Master Servicer promptly upon reasonable request. The Master Servicer
shall provide any templates relating to the Companion Loan included in the CREFC® Investor Reporting Package (with
respect to templates required to be prepared by the Special Servicer pursuant to the terms hereof, to the extent received) to
a related Other Servicer upon reasonable request.


 


(b)            For so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account, not
later than 15 days after each Distribution Date, the Master Servicer shall forward to the Certificate Administrator a statement
prepared by the Master Servicer setting forth the status of the Collection Account as of the close of business on the last Business
Day of the Collection Period related to such Distribution Date and showing the aggregate amount of deposits into and withdrawals
from the Collection Account of each category of deposit (or credit) specified in Section 3.05 of this Agreement and each
category of withdrawal (or debit) specified in Section 3.06 of this Agreement for the related Collection Period, in each
case for the Trust Loan. The Trustee and the Certificate Administrator and its agents and attorneys may at any time during normal
business hours, upon reasonable notice, inspect and copy the books, records and accounts of the Master Servicer solely relating
to the Trust Loan and the performance of its duties hereunder.


 


(c)            Beginning in December 2021, no later than 4:00 p.m. (New York City Time) on each Servicer Remittance Date, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator (which shall promptly post such report to the Certificate
Administrator’s Website pursuant to Section 4.02(b) of this Agreement), the Operating Advisor and the Companion Loan
Holders, the following reports (in electronic form) with respect to the Trust Loan (and, if applicable, the REO Property), providing
the required information as of the immediately preceding Determination Date: (i) to the extent the Master Servicer has received
the most recent CREFC® Special Servicer Loan File from the Special Servicer at the time required, the most recent
CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification and Corrected Mortgage
Loan Report, the CREFC® Loan Setup File (with respect to the first Distribution Date) and CREFC® REO
Status Report received from such Special Servicer, (ii) the most recent CREFC® Property File, CREFC®
Financial File, CREFC® Comparative Financial Status Report and the CREFC® Loan Level Reserve/LOC
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File),
(iii) the CREFC® Servicer Watch List with information that is current as of such Determination Date and (iv) the
CREFC® Advance Recovery Report.


 






    -150-


     


    

 


The
information that pertains to a Specially Serviced Loan or REO Property reflected in such reports shall be based solely upon the
reports delivered by the Special Servicer to the Master Servicer (other than information as to which the Master Servicer has the
primary responsibility to generate) no later than the related Determination Date in the form required by Section 3.13(f)
of this Agreement or shall be provided by means of such reports so delivered by the Special Servicer to the Master Servicer in
the form so required. In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without
investigation or inquiry, the information and reports delivered to it by the Special Servicer, and the Certificate Administrator
shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s reports and any
information provided by the Certificate Administrator or the Trustee without any duty or obligation to recompute, verify or recalculate
any of the amounts and other information stated therein.


 


(d)            The Master Servicer shall deliver or cause to be delivered to the Trustee, the Certificate Administrator, the Companion Loan Holders,
the Initial Purchasers and, upon request by any Rating Agency, the 17g-5 Information Provider (which shall promptly post such
materials to the 17g-5 Information Provider’s website), the following materials, in each case to the extent that such materials
or the information on which they are based have been received by the Master Servicer with respect to the Trust Loan, which shall
be made available by the Certificate Administrator on the Certificate Administrator’s Website:


 


(i)             Within 45 days of receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer with respect to a Specially
Serviced Loan or REO Property pursuant to Section 3.13(g)(i)) of any annual year-end operating statements beginning with
year-end 2022, on a consolidated basis for the Mortgaged Properties or REO Property (to the extent prepared by and received from
the Special Servicer in the case of a Specially Serviced Loan or REO Property), a CREFC® Operating Statement Analysis
Report, together with copies of the related operating statements and rent rolls (but only to the extent the Borrowers are required
by the Loan Documents to deliver, or otherwise agree to provide such information and, with respect to operating statements and
rent rolls for such Specially Serviced Loan or REO Property, only to the extent received by the Special Servicer) for the current
trailing 12 months, if available, or year-to-date. The Master Servicer (or the Special Servicer in the case of a Specially Serviced
Loan or REO Property) shall use efforts consistent with the Servicing Standard to obtain said annual and other periodic operating
statements and related rent rolls, which efforts shall include a letter sent to the Borrowers (followed up with telephone calls),
requesting such annual and other periodic operating statements and related rent rolls until they are received to the extent such
action is consistent with applicable law and the terms of the Whole Loan. Upon receipt of such annual and other periodic operating
statements (including year-to-date statements) and related rent rolls the Master Servicer shall promptly update the Operating
Statement Analysis Report, provided, however, that any analysis or update with respect to year-end or the first
calendar quarter of each year will not be required to the extent such analysis or update is not required under the then current
CREFC® guidelines.


 


(ii)            Within 45 days after receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer in the case of a Specially
Serviced Loan or REO Property pursuant to Section 3.13(g)(ii)) of any annual year-end operating statements beginning with
year-end 2022, if any, on a consolidated basis for the Mortgaged Properties or REO


 



    -151-


     


    

 


Property (to the extent prepared by and received
from the Special Servicer in the case of a Specially Serviced Loan or REO Property), a CREFC® NOI Adjustment Worksheet
for the Mortgaged Properties (with the annual year-end operating statements attached thereto as an exhibit). The Master Servicer
will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update the full year-end
data on any CREFC® Operating Statement Analysis Report and will use any operating statements received with respect
to the Mortgaged Properties (other than an REO Property or the Mortgaged Properties for so long as the Whole Loan is a Specially
Serviced Loan) to update the CREFC® Operating Statement Analysis Report for the Mortgaged Properties, provided,
however, that any analysis or update with respect to year-end or the first calendar quarter of each year will not be required
to the extent such analysis or update is not required under the then current CREFC® guidelines.


 


Additionally,
the Master Servicer shall deliver the CREFC® Operating Statement Analysis Report and CREFC® NOI
Adjustment Worksheet on a monthly basis to the Certificate Administrator; provided, however, the Master Servicer
shall have no obligation to update such reports except as set forth in the immediately preceding paragraphs, and no analysis or
update shall be required to the extent such analysis or update is not required to be provided under the then-current applicable
CREFC® guidelines. To the extent the Mortgage Loan Agreement permits lender discretion in selecting the accounting
firm that audits the Borrower’s financial statements, the Master Servicer shall require a No Downgrade Confirmation if the
Borrower proposed accounting firm is not a nationally recognized accounting firm.


 


The
Master Servicer shall maintain one CREFC® Operating Statement Analysis Report on a consolidated basis for the Mortgaged
Properties or REO Property (to the extent prepared by and received from the Special Servicer in the case of an REO Property or
the Mortgaged Properties for so long as the Whole Loan is a Specially Serviced Loan) relating to the Whole Loan. The CREFC®
Operating Statement Analysis Report for the Mortgaged Properties (other than an REO Property or the Mortgaged Properties
while the Whole Loan is a Specially Serviced Loan) is to be updated with trailing 12-month information, as available (commencing
with the year ending in December 2022) (to the extent the Borrowers provide sufficient information report in accordance with
CREFC® guidelines), or year-to-date information until 12-month trailing information is available by the Master
Servicer and such updated report shall be delivered to the Trustee, the Operating Advisor, the Certificate Administrator and the
Companion Loan Holders in the calendar month following receipt by the Master Servicer of such updated trailing or year-to-date
operating statements and related rent rolls for the Mortgaged Properties.


 


The
Special Servicer shall pursuant to Section 3.13(d) of this Agreement deliver to the Master Servicer the information required
of it pursuant to this Section 3.13(d) with respect to a Specially Serviced Loan or REO Loan.


 


(e)            In connection with their servicing of the Whole Loan, the Master Servicer and the Special Servicer, as applicable, shall provide
to each other and to the Operating Advisor, the Trustee and the Certificate Administrator, written notice of any event that comes
to their knowledge with respect to the Whole Loan or REO Property that the Master Servicer or the Special Servicer, respectively,
determines, in accordance with the Servicing Standard, would have a material adverse effect on the Whole Loan or REO Property,
which notice shall include an explanation as to the reason for such material adverse effect.


 






    -152-


     


    

 


(f)             On each Determination Date, the Special Servicer shall deliver, or cause to be delivered, to the Master Servicer and the Certificate
Administrator, and upon the request of any of the Operating Advisor, the Trustee and the Depositor, to such requesting party,
the CREFC® Special Servicer Loan File with respect to a Specially Serviced Loan (and, if applicable, the REO Property),
providing the required information as of the Business Day prior to such Determination Date (or, upon the reasonable request of
any Master Servicer, data files in a form acceptable to the Master Servicer), which CREFC® Special Servicer Loan
File shall include data, to enable the Master Servicer to produce the CREFC® Supplemental Servicer Reports. In
addition, at least two Business Days prior to each Servicer Remittance Date, the Special Servicer shall deliver the CREFC®
Special Servicer Loan File to the 17g-5 Information Provider (which shall promptly post such item to the 17g-5 Information
Provider’s Website). Such reports or data shall be presented in writing and in an electronic format acceptable to the Master
Servicer.


 


(g)            The Special Servicer shall deliver or cause to be delivered to the Master Servicer and, upon the request of any of the Trustee,
the Certificate Administrator, the Operating Advisor, the Depositor or any Rating Agency, to such requesting party, without charge,
the following materials for a Specially Serviced Loan, in each case to the extent that such materials or the information on which
they are based have been received by the Special Servicer:


 


(i)             Beginning in 2022, within 60 days of receipt by the Special Servicer of any annual operating statements with respect to a Specially
Serviced Loan, a CREFC® Operating Statement Analysis Report for the Mortgaged Properties or REO Property as of
the end of the preceding calendar year, together with copies of the operating statements and rent rolls for the Mortgaged Properties
or REO Property as of the end of the preceding calendar year (but only to the extent the Borrowers are required by the Loan Documents
to deliver, or otherwise agree to provide, such information) and for the current trailing 12 months, if available, or year-to-date.
The Special Servicer shall use commercially reasonable efforts to obtain said annual and other periodic operating statements and
related rent rolls with respect to the Mortgaged Properties for so long as the Whole Loan is a Specially Serviced Loan or REO
Property, which efforts shall include a letter sent to the Borrowers or other appropriate party each quarter (followed up with
telephone calls) requesting such annual and other periodic operating statements until they are received, provided, however, that
any analysis or update with respect to year-end or the first calendar quarter of each year will not be required to the extent
such analysis or update is not required under the then current CREFC® guidelines.


 


(ii)            Beginning in 2022, within 60 days of receipt by the Special Servicer of any annual operating statements with respect to the Mortgaged
Properties for so long as the Whole Loan is a Specially Serviced Loan, a CREFC® NOI Adjustment Worksheet for the
Mortgaged Properties or REO Property (with the annual operating statements attached thereto as an exhibit); provided, however,
that, with the consent of the Master Servicer, the Special Servicer may instead provide data files in a form acceptable to the
Master Servicer. The Special Servicer will use the “Normalized” column from the CREFC® NOI Adjustment
Worksheet to update the full year-end data on any CREFC® Operating Statement Analysis Report and will use any operating
statements received with respect to the Mortgaged Properties for so long as the Whole Loan is a Specially Serviced Loan or an
REO Property to update the CREFC® Operating Statement Analysis Report for the


 



    -153-


     


    

 


Mortgaged Properties, provided, however,
that any analysis or update with respect to year-end or the first calendar quarter of each year will not be required to the extent
such analysis or update is not required under the then current CREFC® guidelines.


 


Upon
request for receipt of any such items from any Rating Agency, the Master Servicer shall forward such items to the 17g-5 Information
Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


 


The
Special Servicer shall maintain one CREFC® Operating Statement Analysis Report for the Mortgaged Properties for
so long as the Whole Loan is a Specially Serviced Loan or the Mortgaged Properties are an REO Property. The CREFC®
Operating Statement Analysis Report for the Mortgaged Properties or REO Property is to be updated by the Special Servicer and
such updated report delivered to the Master Servicer within 45 days after receipt by the Special Servicer of updated operating
statements and related rent rolls for the Mortgaged Properties when the Whole Loan is a Specially Serviced Loan or the Mortgaged
Properties are an REO Property; provided, that the Special Servicer may instead provide data files in an electronic form
acceptable to the Special Servicer. The Special Servicer shall provide each such report to the Master Servicer in the then applicable
CREFC® format.


 


(h)            If the Master Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information under
any provision of this Agreement (including Section 3.14), the Master Servicer or the Special Servicer, as the case may
be, may satisfy such obligation by (x) delivering such statement, report or information in a commonly used electronic format
or (y) making such statement, report or information available on the Master Servicer’s Website, unless this Agreement
expressly specifies a particular method of delivery; provided that all reports required to be delivered to the Certificate
Administrator shall be delivered in accordance with clause (x) or (y). The Master Servicer or the Special Servicer
may include appropriate disclaimers on any such statement, report or information and shall be entitled to withhold from disclosing
any such information or documents that are or contain Privileged Information.


 


(i)             The Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section 3.13 available each month on the Master Servicer’s Website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement and the Companion Loan Holders, who by their acceptance
of such password shall be deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder
and prospective Certificateholder who requests such password, provided that any such Certificateholder or prospective Certificateholder,
as the case may be, and has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer.
In connection with providing access to the Master Servicer’s Website, the Master Servicer may require registration and the
acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may
include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing
the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any
liability or damage that may arise therefrom.


 


(j)             With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, without
charge and on the related Determination Date, an electronic report which may include html, word or excel compatible format, clean
and


 



    -154-


     


    

 


searchable pdf format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer
that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any
of its Affiliates during the related Collection Period (and the Master Servicer, if it has received such information, shall forward
such information to the Certificate Administrator no later than the Servicer Remittance Date); provided that no such report
shall be required to be delivered if there is no Disclosable Special Servicer Fees for the related Collection Period. If no such
report is delivered to the Master Servicer, the Master Servicer shall be entitled to assume no report was delivered because no
Disclosable Special Servicer Fees existed for the related Collection Period. Such report to the Certificate Administrator may
omit any information that has previously been delivered to the Certificate Administrator by the Master Servicer or the Special
Servicer; provided that the Certificate Administrator shall include all such related information in the Distribution Date Statement
regardless of how such information was conveyed to it.


 


Section
3.14     Access to Certain Documentation. (a)  The Master Servicer and Special Servicer,
as applicable, shall provide to any Certificateholders and Companion Loan Holders that are federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OTS and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder
or any Companion Loan Holder is subject, access to the documentation regarding the Trust Loan required by applicable regulations
of the Federal Reserve Board, FDIC, OTS or any such federal or state banking or regulatory authority, such access being afforded
without charge but only upon reasonable written request and during normal business hours at the offices of the Master Servicer
or Special Servicer, as applicable. In addition, upon reasonable prior written notice to the Master Servicer or the Special Servicer,
as the case may be, the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor or their accountants or other
representatives shall have reasonable access to review the documents, correspondence and records in the possession of the Master
Servicer or the Special Servicer, as the case may be, as they relate to the Mortgaged Properties and any REO Property during normal
business hours at the offices of the Master Servicer or the Special Servicer, as the case may be. Nothing in this Section 3.14 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure
of information with respect to the Borrowers, and the failure of the Master Servicer and Special Servicer to provide access as
provided in this Section 3.14 as a result of such obligation shall not constitute a breach of this Section 3.14.


 


(b)            In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion
Loan Holder or any regulatory authority that may exercise authority over a Certificateholder, a Companion Loan Holder, the Master
Servicer and the Special Servicer may each require payment from such Certificateholder of a sum sufficient to cover the reasonable
costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for
space; provided that no charge may be made if such information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders or the Companion Loan Holders access to the information described
in the preceding paragraph, the Master Servicer and the Special Servicer, as applicable, may require (prior to affording such
access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or the Special Servicer, as the case may be, generally to the effect


 



    -155-


     


    

 


that such Person is a Holder of Certificates,
a Companion Loan Holder or a beneficial holder of Book-Entry Certificates or a regulator or governmental body and will keep such
information confidential.


 


(c)            Upon the reasonable request of any Certificateholder or any Companion Loan Holder identified to the Master Servicer to the Master
Servicer’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such
Certificateholder or Companion Loan Holder, as applicable) copies of any appraisals, operating statements, rent rolls and financial
statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master
Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person is a Holder of Certificates, a
Companion Loan Holder or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such
information confidential.


 


(d)            The 17g-5 Information Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification
to the 17g-5 Information Provider the following items to the extent such items are delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto) in an electronic
format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically
with a subject reference of “CAMB 2021-CX2” and an identification of the type of information being provided in the
body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial (provided,
however, if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then
the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly
deliver the subject information in such format):


 


(i)             any waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this Agreement;


 


(ii)            any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance
delivered to the 17g-5 Information Provider pursuant to Section 3.21(d) or Section 4.07(d) of this Agreement and
notice of determination not to refrain from reimbursement of all Nonrecoverable Advances;


 


(iii)           any Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(e) of this Agreement;


 


(iv)           any environmental assessments delivered by the Special Servicer pursuant to Section 3.10(h) of this Agreement;


 


(v)            any annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section 3.28 of this
Agreement;


 






    -156-


     


    

 


(vi)           any annual independent public accountants’ attestation reports delivered pursuant to Section 3.29 of this Agreement;


 


(vii)          any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of this Agreement;


 


(viii)         any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving a No
Downgrade Confirmation from any Rating Agency as set forth in the definition of “No Downgrade Confirmation” pursuant
to Section 3.30 of this Agreement;


 


(ix)           copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate
Administrator or Trustee;


 


(x)            any requests for a No Downgrade Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30 of this Agreement;


 


(xi)           any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section 8.08, as applicable, of this
Agreement;


 


(xii)          any notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section 6.04 of this Agreement;


 


(xiii)         any notice of Servicer Termination Event, Operating Advisor Termination Event or termination of the Master Servicer or the Special
Servicer delivered pursuant to Section 7.03 of this Agreement;


 


(xiv)         any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09 of this
Agreement;


 


(xv)          any notice of the merger or consolidation of the Master Servicer or the Special Servicer pursuant to Section 6.02 of this
Agreement;


 


(xvi)         any notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section 10.08 of this Agreement;


 


(xvii)        any notice or other information provided by the Master Servicer pursuant to Section 10.07 of this Agreement;


 


(xviii)       any summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section
3.14(f) of this Agreement; provided that the summary of such oral communication shall not attribute which Rating Agency
the communication was with;


 


(xix)          the Rating Agency Q&A Forum and Document Request Tool; and


 






    -157-


     


    

 


(xx)           such information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format within
fifteen (15) days of the Closing Date.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website
(a link to which shall be provided on the Depositor’s website at www.intralinks.com or such other website as the Depositor
may notify the parties hereto in writing). Information will be posted on the same Business Day of receipt provided that such information
is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (eastern
time). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be or whether such information (other than (solely with respect to the 17g-5 Information Provider’s obligation to post
such information) the information set forth in clauses (i) through (xix) above) is required to be posted on the
17g-5 Information Provider’s Website pursuant to this Agreement or Rule 17g-5. In the event that any information is delivered
or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate
Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information only by receipt and posting to the 17g-5 Information Provider’s Website. Access will be provided by the
17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit
O hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website) on the same
Business Day as the request if such certification is submitted by 2:00 p.m., and if such certification is submitted after 2:00
p.m., on the following Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed
to 17g5informationprovider@wellsfargo.com (or such other address as the 17g-5 Information Provider shall specify by written notice
to the other parties hereto).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(d). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party. The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to,
provide information to the 17g-5 Information Provider that is neither specifically required hereunder, nor required by any Rating
Agency, and the 17g-5 Information Provider shall post such information pursuant to the terms hereof.


 


The
17g-5 Information Provider shall notify (i) any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and (ii) any party that delivers information to the 17g-5 Information Provider under this Agreement
and each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction
governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such
notice shall specifically identify such


 



    -158-


     


    

 


document. The 17g-5 Information Provider shall send such notice to such Persons to the
email address that has been provided by and is used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit O hereto.


 


The
17g-5 Information Provider shall make available, only to the Rating Agencies and NRSROs, the Rating Agency Q&A Forum and Document
Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the
17g-5 Information Provider’s Website, where the Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator
relating to the Distribution Date Statement, or submit Inquiries to the Master Servicer or the Special Servicer, as applicable,
relating to the reports being made available pursuant to this Section 3.14(d), the Whole Loan or the Mortgaged Properties,
(ii) view Inquiries that have been previously submitted and answered, together with the answers thereto and (iii) submit requests
for loan-level reports and information. Upon receipt of an Inquiry for the Certificate Administrator, the Master Servicer or the
Special Servicer, the 17g-5 Information Provider shall forward the Inquiry to the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following
receipt of an Inquiry or request relating to the subject matters described in clauses (i) or (iii) above, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as
provided below, shall reply to the Inquiry, which reply of the Certificate Administrator, Master Servicer or Special Servicer
shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable
period following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer (or reports, as
applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response
to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) the Inquiry
is beyond the scope outlined above, (ii) answering any Inquiry would be in violation of applicable law, the Servicing Standard,
this Agreement or the applicable Loan Documents, (iii) answering any Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege or the disclosure of attorney work product or is not otherwise advisable to answer or (iv)(A)
answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of
the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope
of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement,
it shall not be required to answer such Inquiry and, in the case of the Certificate Administrator, Master Servicer or the Special
Servicer, shall promptly notify the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such Inquiry on
the Rating Agency Q&A Forum and Document Request Tool together with a statement that such Inquiry was not answered. Answers
posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not
be deemed to be answers from any of the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee or any of their respective Affiliates and no such party shall


 



    -159-


     


    

 


have any responsibility or liability
for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion,
is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications between the 17g-5 Information Provider and any Person which are not submitted via the 17g-5 Information
Provider’s Website.


 


In
connection with providing access to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website,
the Certificate Administrator and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer.
The Certificate Administrator and the 17g-5 Information Provider, as the case may be, shall not be liable for the dissemination
of information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness
of such information being made available, and assume no responsibility for such information; provided that it is acknowledged
and agreed that the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of such information
solely by virtue of its compliance with its obligations to post such information to the 17g-5 Information Provider’s Website.
The 17g-5 Information Provider shall not be liable for its failure to make any information available to the NRSROs unless such
information was delivered to the 17g-5 Information Provider at the email address set forth herein (or other form of electronic
delivery reasonably acceptable to the 17g-5 Information Provider and Master Servicer or Special Servicer, as applicable) in an
electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
with a subject heading of “CAMB 2021-CX2” and sufficient detail to indicate that such information is required to be
posted on the 17g-5 Information Provider’s Website; provided, however, that if such information is not in
electronic format readable and uploadable (that is not locked or corrupted), then the 17g-5 Information Provider shall immediately
notify the applicable delivering party thereof, whereupon such party shall promptly deliver the subject information in such format.


 


The
17g-5 Information Provider shall not be responsible or have any liability for any act, omission or delay attributable to the failure
of any other party to this Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website
or for any errors or defects in the information supplied by any such party. Neither the Certificate Administrator nor the 17g-5
Information Provider has obtained and neither shall be deemed to have obtained actual knowledge of any information solely by receipt
or posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable.


 


The
17g-5 Information Provider’s obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall be
limited to the specific obligations contained in this Agreement and the 17g-5 Information Provider makes no representations or
warranties as to the compliance of the Depositor with Rule 17g-5 or any other law or regulation related thereto.


 


(e)            Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information identified in Section
3.14(d) of this Agreement relating to the Whole Loan, the Mortgaged Properties or the Borrowers, for review by the Depositor,
the Initial Purchasers and any other Persons who deliver an Investor Certification in accordance with this Section 3.14,
the Companion Loan Holders and the Rating Agencies (collectively, the “Disclosure Parties”) (only to the extent
such additional information is


 



    -160-


     


    

 


simultaneously or previously delivered to the 17g-5 Information Provider in accordance with the
provisions of Section 3.14(d) of this Agreement, which shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 3.14(d) of this Agreement), in each case, except
to the extent doing so is prohibited by this Agreement, applicable law or by the Loan Documents. Each of the Master Servicer and
the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it
deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor,
enter into an Investor Certification or other confidentiality agreement acceptable to the Master Servicer or the Special Servicer,
as the case may be, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such
information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance
of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.
In connection with providing access to or copies of the information described in this Section 3.14(e) to current or prospective
Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall
be: (i) in the case of a Certificateholder (or a licensed or registered investment advisor acting on behalf of such Certificateholder),
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein (or a licensed or registered investment advisor acting on behalf of such prospective purchaser), an Investor Certification
indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information
for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further
dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.14 unless (i) the Master Servicer or Special Servicer, as applicable, is the original source for
such information and (ii) such failure to deliver complete and accurate information is by reason of such party’s willful
misconduct, bad faith, fraud and/or negligence.


 


(f)             The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be permitted
(but shall not be required) to orally communicate with the Rating Agencies regarding the Trust Loan, the Whole Loan, any Class
of Certificates, the Companion Loan Holders, the Mortgaged Properties or any REO Property; provided that such party summarizes
the information provided to the Rating Agencies in such


 



    -161-


     


    

 


communication in writing and provides the 17g-5 Information Provider with
such written summary in accordance with the procedures set forth in Section 3.14(d) of this Agreement the same day such
communication takes place; provided, further, that the summary of such oral communications shall not attribute which
Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 3.14(d) of this Agreement.


 


(g)            None of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, between the Master Servicer or 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 or NRSRO’s review of the ratings
it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or
(iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s or the Special Servicer’s, as
applicable, servicing operations in general; provided that the Master Servicer or the Special Servicer, as applicable,
shall not provide any information relating to the Certificates or the Trust Loan to any Rating Agency or NRSRO in connection with
such review and evaluation by such Rating Agency or NRSRO unless (x) Borrowers, property and other deal specific identifiers are
redacted; (y) such information has already been provided to the 17g-5 Information Provider pursuant to the terms hereof; or (z)
such Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating surveillance
with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered in reliance
on the certification provided in this clause (z) for any purpose to the extent it is publicly available (unless the availability
results from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprises
information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information
provider’s website that such Rating Agency has access to) (in each case, subject to any agreement governing the use of such
information, including any engagement letter with the Depositor or any other applicable depositor).


 


(h)            The costs and expenses of compliance with this Section 3.14 by the Depositor, the Master Servicer, the Special Servicer,
the Trustee and any other party hereto shall not be Additional Trust Fund Expenses.


 


(i)             If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party
due diligence services such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”),
such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this
Agreement, promptly upon receipt thereof.


 


Section
3.15     Title and Management of REO Property and REO Accounts. (a) In the event that title to
the Mortgaged Properties is acquired for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure,
by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken
in the


 



    -162-


     


    

 


name of the Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee,
in each case on behalf of the Trust Fund and the Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund and
the Companion Loan Holders, shall dispose of any REO Property prior to the close of the third calendar year following the year
in which the Trust Fund acquires ownership of the REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the
Special Servicer on behalf of the Lower-Tier REMIC has applied for an extension of such period pursuant to Sections 856(e)(3)
and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell the REO Property within the applicable extension
period or if the Special Servicer has applied for extension as provided in this clause (i) but such request
has not yet been granted or denied, the additional time specified in such request, or (ii) the Special Servicer seeks and
subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund and allocated in accordance with
the allocation provisions set forth in the Co-Lender Agreement), addressed to the Special Servicer, the Certificate Administrator
and the Trustee, to the effect that the holding by the Trust Fund of the REO Property for an additional specified period will
not cause the REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any time
that any Certificate is outstanding, in which event such period shall be extended by such additional specified period subject
to any conditions set forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund and the Companion Loan
Holders, shall dispose of any REO Property held by the Trust Fund prior to the last day of such period (taking into account extensions)
by which the REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a
manner provided under Section 3.16 hereof. The Special Servicer shall manage, conserve, protect and operate the REO Property
for the Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale in a manner
which does not cause the REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such
that income from the operation or sale of such property does not result in receipt by the Trust Fund of any income from non-permitted
assets as described in Section 860F(a)(2)(B) of the Code with respect to such property.


 


(b)            The Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner
in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer or any of its Affiliates,
all on such terms and for such period as the Special Servicer deems to be in the best interests of Certificateholders and the
Companion Loan Holders, in connection therewith, the Special Servicer shall agree to the payment of management fees that are consistent
with general market standards. Consistent with the foregoing, the Special Servicer shall cause or permit to be earned with respect
to the REO Property any “net income from foreclosure property”, within the meaning of Section 860G(c) of the
Code, which is subject to tax under the REMIC Provisions, only if it has determined, and has so advised the Trustee and the Certificate
Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be expected to result in a
greater recovery on behalf of Certificateholders and the Companion Loan Holders than an alternative method of operation or rental
of the REO Property that would not be subject to such a tax.


 






    -163-


     


    

 


The
Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property separate and apart from
its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account
(each, an “REO Account”), each of which shall be either (A) an Eligible Account and shall be entitled “Situs
Holdings, LLC, on behalf of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of CAMB
2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates and the Companion Loan Holders, REO Account” or (B)
entitled in the name of the limited liability company formed to hold title to the REO Property for the benefit of the Trustee.
Title of any REO Property may be taken in the name of a limited liability company wholly owned by the Lower-Tier Trust REMIC that
is managed by the Special Servicer (the costs of which shall be advanced by the Master Servicer; provided that such Advance
would not be a Nonrecoverable Advance); provided, further, that such limited liability company (a) shall not elect
to be classified as anything other than an entity that is disregarded as separate from the Lower-Tier Trust REMIC for federal
income tax purposes and (b) shall only hold assets permitted under the REMIC Provisions to be held by a REMIC. The Special Servicer
shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in the REO Account to
the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited REO
Proceeds in the REO Account within two (2) Business Days after receipt of the REO Proceeds, and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the REO Property and for other Property Protection Expenses
with respect to the REO Property, including:


 


(i)             all insurance premiums due and payable in respect of any REO Property;


 


(ii)            all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)           all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and


 


(iv)           any taxes imposed on the Lower-Tier REMIC in respect of net income from foreclosure property in accordance with Section 4.05.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii)
above, the Master Servicer shall make such Advance unless the Master Servicer determines, in accordance with the Servicing Standard,
that such Property Advance would constitute a Nonrecoverable Advance (provided that with respect to advancing insurance
premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph in
Section 3.21(d) of this Agreement) and if the Master Servicer does not make any such Advance, the Trustee, to the extent
the Trustee has actual knowledge of the Master Servicer’s failure to make such Advance, shall make such Advance, unless
in each case, the Master Servicer or the Trustee, as applicable, determines that such Advance would be a Nonrecoverable Advance.
The Trustee shall be entitled to rely, conclusively, on any determination by the Special Servicer or the Master Servicer, as applicable,
that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, when making an independent determination whether or
not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in accordance with Section 3.21(d) based on its reasonable judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of
such Advances (with interest at the


 



    -164-


     


    

 


Advance Rate) made pursuant to the preceding sentence, to the extent permitted by Section
3.06 of this Agreement. The Special Servicer shall withdraw from the REO Account and remit to the Master Servicer for deposit
into the Collection Account on a monthly basis prior to or on the related Due Date the Net REO Proceeds received or collected
from each REO Property, except that in determining the amount of such Net REO Proceeds, the Special Servicer may retain in each
REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.


 


Notwithstanding
the foregoing, the Special Servicer shall not:


 


		(i)	permit
                                         any New Lease to be entered into, renewed or extended, if the New Lease by its terms
                                         will give rise to any income that does not constitute Rents from Real Property;



 


		(ii)	permit
                                         any amount to be received or accrued under any New Lease, other than amounts that will
                                         constitute Rents from Real Property;



 


		(iii)	authorize
                                         or permit any construction on any REO Property, other than the repair or maintenance
                                         thereof or the completion of a building or other improvement thereon, and then only if
                                         more than ten percent of the construction of such building or other improvement was completed
                                         before default on the Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B)
                                         of the Code; or



 


		(iv)	Directly
                                         Operate or allow any Person to Directly Operate any REO Property on any date more than
                                         90 days after its date of acquisition by the Trust Fund, unless such Person is an Independent
                                         Contractor;



 


unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, the
Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and allocated in accordance with
the allocation provisions of the Co-Lender Agreement) to the effect that such action will not cause the REO Property to fail to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard
to the exception applicable for purposes of Section 860D(a) of the Code) at any time that it is held by the Trust Fund, in
which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund and allocated in accordance with the allocation provisions of the Co-Lender Agreement and payable out of REO
Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless
the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation
and management of any REO Property other than through an Independent Contractor shall not cause the REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code) (which


 



    -165-


     


    

 


opinion shall be an expense
of the Trust Fund and allocated in accordance with the allocation provisions of the Co-Lender Agreement); provided that:


 


(i)             the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not
be inconsistent herewith;


 


(ii)            any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of the REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than 30 days following
the receipt thereof by such Independent Contractor;


 


(iii)           none of the provisions of this Section 3.15(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund, the Trustee
on behalf of the Certificateholders and the Companion Loan Holders, with respect to the operation and management of any the REO
Property; and


 


(iv)           the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of the REO Property.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(c)            Promptly following any acquisition by the Special Servicer of an REO Property on behalf of the Trust Fund, the Special Servicer
shall notify the Master Servicer thereof, and, the Special Servicer shall obtain an Updated Appraisal thereof, but only in the
event that any Updated Appraisal with respect thereto is more than 9 months old and the Special Servicer has no actual knowledge
of any material adverse change in circumstances that, consistent with the Servicing Standard, would call into question the validity
of such Updated Appraisal, in order to determine the fair market value of the REO Property and shall notify the Depositor and
the Master Servicer and the Companion Loan Holders of the results of such Appraisal. Any such Appraisal shall be conducted in
accordance with Appraisal Institute standards and the cost thereof shall be advanced as a Property Advance. The Special Servicer
shall obtain a new Updated Appraisal or a letter update every 9 months thereafter until the REO Property is sold.


 


(d)            When and as necessary, the Special Servicer shall send to the Certificate Administrator a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation
and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Sections 3.15(a) and 3.15(b) of this Agreement.


 






    -166-


     


    

 


Section
3.16     Sale of a Specially Serviced Loan or the REO Property. (a)  The parties hereto may
sell or purchase, or permit the sale or purchase of, the Whole Loan only on the terms and subject to the conditions set forth
in this Section 3.16 or as otherwise expressly provided in or contemplated by Section 2.03(e) and Section 9.01 of this Agreement or in the Co-Lender Agreement.


 


(b)            If the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single
lender) to attempt to sell the Whole Loan if it is a Defaulted Mortgage Loan, the Special Servicer shall use efforts consistent
with the Servicing Standard to solicit offers for such Defaulted Mortgage Loan on behalf of the Certificateholders and the Companion
Loan Holders in such manner as will be reasonably likely to realize a fair price if it sells such Defaulted Mortgage Loan. The
Special Servicer shall accept the first (and, if multiple offers are received, the highest cash offer received in the solicitation
process within the time frame set for such process by the Special Servicer) cash offer received from any Person that constitutes
a fair price for such Defaulted Mortgage Loan, subject to any consent or consultation rights of the Directing Holder during any
Subordinate Control Period and any Subordinate Consultation Period or any consultation rights of the Operating Advisor during
the Operating Advisor Consultation Period.


 


The
Special Servicer shall give the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Directing
Holder (during any Subordinate Control Period and any Subordinate Consultation Period) and the Companion Loan Holders, not less
than ten (10) Business Days’ (or five (5) Business Days’ notice in the case of the Directing Holder) prior written
notice of its intention to sell a Defaulted Mortgage Loan (and the Certificate Administrator shall promptly forward such notice
to the Certificateholders). Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity,
nor any of its Affiliates may make an offer for or purchase any Defaulted Mortgage Loan pursuant to this Agreement. The notice
provided to the Companion Loan Holders pursuant to the second previous sentence shall include notice of the Companion Loan Holders’
opportunity to bid on the Defaulted Mortgage Loan.


 


(c)               
Whether any cash offer constitutes a fair price for such Defaulted Mortgage Loan, as the case may be, shall be determined by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror
is an Interested Person. In determining whether any offer received from an Interested Person represents a fair price for a Defaulted
Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or Updated Appraisal conducted in
accordance with this Agreement within the preceding 9-month period or in the absence of any such Appraisal, on a narrative appraisal
prepared by an Independent MAI appraiser selected by (i) the Special Servicer if the Special Servicer or an Affiliate of the Special
Servicer is not making an offer with respect to a Defaulted Mortgage Loan, (ii) by the Master Servicer if the Special Servicer
is making such an offer unless the Master Servicer and Special Servicer are Affiliates or (iii) the Trustee if the Master Servicer
and Special Servicer are Affiliates and the Special Servicer is making an offer. The cost of any such Updated Appraisal or narrative
appraisal shall be covered by, and shall be reimbursable as, a Property Advance. No offer from an Interested Person shall constitute
a fair price unless (i) if the offer is equal to or greater than the applicable Repurchase Price, the offer is the highest offer
received, or (ii) if the offer is less than the applicable Repurchase Price, (a) the offer is the highest offer received and (b) at
least two other offers are received from independent third parties. In


 



    -167-


     


    

 


addition, the Trustee shall be permitted to retain, at
the expense of the related Interested Person, an independent third party expert in real estate or commercial mortgage loan matters
with at least five years’ experience in valuing or investing in loans similar to the Whole Loan that has been selected with
reasonable care by the Trustee to determine such fair price and will be permitted to conclusively rely on the opinion of such
third party’s determination. Any costs and fees of the Trustee in connection with an offer by an Interested Person and the
Trustee’s duties therewith shall be paid in advance of such determination by such Interested Person; provided that
the Trustee shall not engage an independent third party expert whose fees exceed a commercially reasonable amount, as determined
by the Trustee.


 


In
determining whether any offer from a Person other than an Interested Person constitutes a fair price for a Defaulted Mortgage
Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, Updated Appraisal or narrative
appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), and in determining whether any
offer from a Person other than an Interested Person constitutes a fair price for such Defaulted Mortgage Loan, any appraiser shall
be instructed to take into account, as applicable, among other factors, the period and amount of the Delinquency on such Defaulted
Mortgage Loan, the period and amount of the occupancy level and physical condition of the Mortgaged Properties, the state of the
local economy in the area where the Mortgaged Properties are located, the expected recovery from such Defaulted Mortgage Loan
if the Special Servicer were to pursue a workout strategy, and the time and expense associated with a purchaser’s foreclosing
on the Mortgaged Properties. The Repurchase Price for a Defaulted Mortgage Loan shall in all cases be deemed a fair price.


 


In
addition, the Special Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage
File; provided that the Special Servicer shall take account of any change in circumstances regarding the Mortgaged Properties
known to the Special Servicer that has occurred subsequent to, and that would, in the Special Servicer’s reasonable judgment,
materially affect the value of any Mortgaged Property reflected in the most recent related Appraisal. Furthermore, the Special
Servicer may consider available objective third party information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the Special Servicer, concerning the market for distressed real estate
loans and the real estate market for the subject property type in the area where the Mortgaged Properties are located. The Special
Servicer may, to the extent it is reasonable to do so in accordance with the Servicing Standard, conclusively rely on any opinions
or reports of qualified Independent experts in real estate or commercial mortgage loan matters with at least five years’
experience in valuing or investing in loans similar to the subject Specially Serviced Loan, selected with reasonable care by the
Special Servicer, in making such determination. All reasonable costs and expenses incurred by the Special Servicer pursuant to
this Section 3.16(c) shall constitute, and be reimbursable as, Property Advances. The other parties to this Agreement shall
cooperate with all reasonable requests for information made by the Special Servicer in order to allow the Special Servicer to
perform its duties pursuant to this Section 3.16(c).


 


(d)            Subject to subsection (c) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and the Companion Loan Holders) in negotiating and taking any other action necessary or appropriate in connection with the sale
of a Defaulted Mortgage Loan, and the applicable collection of all amounts payable in connection therewith. In connection therewith,
the Special Servicer may charge for its own account


 



    -168-


     


    

 


prospective offerors, and may retain, fees that approximate the Special Servicer’s
actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to
deposit such amounts into the REO Account or the Collection Account. Any sale of a Defaulted Mortgage Loan shall be final and
without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and
warranties typically given in such transactions, any prorations applied thereto and any customary closing matters), and if such
sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor,
the Operating Advisor, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder or Companion
Loan Holders with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(e)            Any sale of a Defaulted Mortgage Loan shall be for cash only.


 


(f)             [Reserved].


 


(g)            The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property only on the terms and subject to the
conditions set forth in this Section 3.16.


 


(h)            The Special Servicer shall use efforts consistent with the Servicing Standard to solicit offers for an REO Property on behalf
of the Certificateholders and the Companion Loan Holders in such manner as will be reasonably likely to realize a fair price within
the time period provided for by Section 3.15(a) of this Agreement. The Special Servicer shall accept the first (and, if
multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price
for the REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by Section 3.15(a) of this Agreement, then
the Special Servicer shall dispose of the REO Property upon such terms and conditions as the Special Servicer shall deem necessary
and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest
outstanding cash offer, regardless of from whom received.


 


The
Special Servicer shall give the Trustee, the Operating Advisor, the Certificate Administrator and the Master Servicer, not less
than ten Business Days’ prior written notice of its intention to sell an REO Property, and notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase
any REO Property pursuant to this Agreement.


 


(i)             Whether any cash offer constitutes a fair price for an REO Property, as the case may be, shall be determined by the Special Servicer,
if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested
Person; provided, however, that no offer from an Interested Person shall constitute a fair price unless it
is the highest offer received. In determining whether any offer received from an Interested Person represents a fair price for
an REO Property, the Trustee shall be supplied with and shall rely on the most recent appraisal or Updated Appraisal conducted
in accordance with this Agreement within the preceding 9-month period or in the absence of any such appraisal, on a narrative
appraisal prepared by an Independent MAI Appraiser selected by the Special Servicer if the Special Servicer or an Affiliate of
the Special Servicer is not making an offer with respect to the REO Property (or by the Trustee if the Special Servicer is making
such an offer). The cost of any such


 



    -169-


     


    

 


Updated Appraisal or narrative appraisal and any related costs and fees of the Trustee shall
be covered by, and shall be reimbursable as, a Property Advance. The Trustee shall be permitted to retain, at the expense of the
related Interested Person, an independent third party to determine such fair price and shall be permitted to conclusively rely
on the opinion of such third party’s determination. In determining whether any offer from a Person other than an Interested
Person constitutes a fair price for an REO Property, the Special Servicer shall take into account (in addition to the results
of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior
9 months), and in determining whether any offer from an Interested Person constitutes a fair price for the REO Property, any appraiser
shall be instructed to take into account, as applicable, among other factors, the period and amount of the occupancy level and
physical condition of the Mortgaged Properties or REO Property, the state of the local economy and the obligation to dispose of
the REO Property within the time period specified in Section 3.15(a) of this Agreement. The Repurchase Price for an REO
Property shall in all cases be deemed a fair price.


 


(j)             Subject to subsections (h) and (i) above, the Special Servicer shall act on behalf of the Trustee (for
the benefit of the Certificateholders and the Companion Loan Holders) in negotiating and taking any other action necessary or
appropriate in connection with the sale of an REO Property, and the applicable collection of all amounts payable in connection
therewith. In connection therewith, the Special Servicer may charge for its own account prospective offerors, and may retain,
fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such
sales or exchanging offers without obligation to deposit such amounts into the Collection Account. Any sale of an REO Property
shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those
representations and warranties typically given in such transactions, any prorations applied thereto and any customary closing
matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master
Servicer, the Operating Advisor, the Depositor or the Trustee shall have any liability to any Certificateholder or Companion Loan
Holder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(k)            Any sale of an REO Property shall be for cash only.


 


(l)             Notwithstanding any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be required to accept
the highest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer
would be in the best interests of the Certificateholders and the Companion Loan Holders, as a collective whole as if such Certificateholders
and Companion Loan Holders constituted a single lender, and the Special Servicer may accept a lower cash offer (from any Person
other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer
would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders
and Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more
likely to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).


 


(m)           The Special Servicer shall have the obligation to sell the Defaulted Mortgage Loan (including the Companion Loan) pursuant to
the terms of the Co-Lender Agreement as if the Trust Loan and the Companion Loan were one whole loan on behalf of the


 



    -170-


     


    

 


Certificateholders
and the Companion Loan Holders. The Special Servicer shall provide notice to the applicable Other Special Servicer (if any) and,
to the extent it has received prior written notice, the controlling class representative of the related Other Securitization Trust
as soon as practicable following its decision to attempt to sell, and prior to the commencement of marketing of, the Companion
Loan.


 


Section
3.17        Additional Obligations of the Master Servicer and the Special Servicer; Inspections.
(a)  The Master Servicer (at its own expense) (or, with respect to a Specially Serviced Loan or REO Property, the Special
Servicer) shall inspect or cause to be inspected the Mortgaged Properties at such times and in such manner as is consistent with
the Servicing Standard, but in any event shall inspect the Mortgaged Properties at least once every 12 months commencing in 2023
(or at such decreased frequency as each Rating Agency shall have provided a No Downgrade Confirmation relating to the Certificates
and Companion Loan Securities); provided that if the Whole Loan becomes a Specially Serviced Loan, the Special Servicer
shall inspect or cause to be inspected the Mortgaged Properties as soon as practicable after the Whole Loan becomes a Specially
Serviced Loan and annually thereafter for so long as the Whole Loan remains a Specially Serviced Loan; provided, further,
that the Master Servicer will not be required to inspect any Mortgaged Property that has been inspected in the previous 12 months.
The cost of each such inspection performed in accordance with the Servicing Standard by the Special Servicer shall be paid by
the Master Servicer as a Property Advance; provided, however, that if such Advance would be a Nonrecoverable Advance,
then the cost of such inspections shall be an expense of the Trust payable from the Collection Account, which expense shall first
be reimbursed to the Trust as an Additional Trust Fund Expense; provided, further, that in the case of any deficiency
of amounts on deposit in the Collection Account, the Master Servicer shall, after receiving payment or making payments from amounts
on deposit in the Collection Account, if any (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with
the Servicing Standard to exercise on behalf of the Trust the rights of the Trust under the Co-Lender Agreement to obtain reimbursement
for a pro rata portion of such amount allocable to the Companion Loan from the Companion Loan Holders. The Master Servicer
or the Special Servicer, as applicable, shall prepare a written report of the inspection describing, among other things, the condition
of and any damage to the Mortgaged Properties and specifying the existence of any material vacancies in the Mortgaged Properties,
any sale, transfer or abandonment of the Mortgaged Properties of which it has actual knowledge, any material adverse change in
the condition of any Mortgaged Property, or any visible material waste committed on the Mortgaged Properties. Upon request of
any Rating Agency, the Master Servicer or Special Servicer, as applicable, shall send such reports to the 17g-5 Information Provider
(which shall promptly post such reports to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of
this Agreement) and, upon request, to the Initial Purchasers within 20 days of completion, each inspection report.


 


(b)            The Master Servicer (with respect to the Whole Loan if it is a Performing Loan) or the Special Servicer (with respect to the Whole
Loan if it is a Specially Serviced Loan), as applicable, shall exercise the Trustee’s rights, in accordance with the Servicing
Standard, with respect to any Manager under the related Loan Documents and Management Agreements, if any.


 


(c)            If the Master Servicer has accepted a voluntary Principal Prepayment with respect to the Whole Loan (other than a Specially Serviced
Loan or a previously Specially Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment


 



    -171-


     


    

 


restrictions)
(except (A) in accordance with the terms of the Loan Documents, (B) in connection with the payment of Insurance Proceeds or Condemnation
Proceeds, (C) subsequent to a default under the Loan Documents (provided that the Master Servicer reasonably believes that
acceptance of such prepayment is consistent with the Servicing Standard), (D) pursuant to applicable law or a court order, or
(E) at the request of or with the consent of the Special Servicer), resulting in a Prepayment Interest Shortfall), then the Master
Servicer shall deliver to the Certificate Administrator on each Servicer Remittance Date for deposit in the Lower-Tier Distribution
Account (or with respect to the Companion Loan, remit to the holder of the Companion Loan a pro rata portion of the following
amount), without any right of reimbursement therefor, a cash payment (a “Master Servicer Prepayment Interest Shortfall
Amount”), in an amount equal to the lesser of (x) the aggregate amount of Prepayment Interest Shortfalls incurred
in connection with such voluntary Principal Prepayments received in respect of the Whole Loan (if it is a Performing Loan) during
the related Collection Period, and (y) the sum of (A) the aggregate of that portion of its Servicing Fees that is the
master servicing fee and that is being paid in such Collection Period (calculated for this purpose at a rate equal to 0.75 basis
points (0.0075%) per annum) with respect to the Whole Loan if it is a Performing Loan and (B) any Prepayment Interest Excess
received with respect to the related Collection Period. The Master Servicer’s obligations to pay any Master Servicer Prepayment
Interest Shortfall Amount, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls
against those amounts, shall not be cumulative.


 


(d)            The Master Servicer shall, if the Whole Loan is secured by the interest of any Borrower under a ground lease, promptly (and in
any event within 60 days) after the Closing Date deliver notice to the related ground lessor of the transfer of the Whole
Loan to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related ground
lease should thereafter be forwarded to the Master Servicer; provided that the Trust Loan Sellers shall cooperate with
the Master Servicer with respect to such notices, including, without limitation, providing the form of notice to be delivered
to such ground lessors.


 


(e)            The Master Servicer shall, to the extent consistent with the Servicing Standard and permitted by the Loan Documents, not apply
any funds with respect to the Whole Loan (whether arising in the form of a holdback, earnout reserve, cash trap or other similar
feature) to the prepayment of the Whole Loan prior to an event of default or reasonably foreseeable event of default with respect
to the Whole Loan. Prior to an event of default or reasonably foreseeable event of default any such amounts described in the immediately
preceding sentence shall be held by the Master Servicer as additional collateral for the Whole Loan.


 


Section
3.18     Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to
execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and must be a corporation
organized and doing business under the laws of the United States of America or any state, having a principal office and place
of business in a state and city acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination by federal or state authorities. The Certificate
Administrator shall serve as the initial Authenticating Agent.


 


Any
corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion


 



    -172-


     


    

 


or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding
to the corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate
Administrator, the Trustee, the Operating Advisor, the Depositor and the Master Servicer. The Certificate Administrator may at
any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent,
the Operating Advisor, the Depositor and the Master Servicer. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
3.18, the Certificate Administrator may appoint a successor Authenticating Agent, which shall be acceptable to the Depositor,
and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 3.18.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator,
as applicable.


 


Section
3.19     Appointment of Custodians. Wells Fargo Bank, National Association is hereby appointed as the
initial Custodian. The Certificate Administrator may, at its own expense and with the consent of the Master Servicer, appoint
one or more additional Custodians to hold all or a portion of the Mortgage Files on behalf of the Trustee and otherwise perform
the duties set forth in Article II, by entering into a Custodial Agreement with any Custodian who is not the Depositor; provided that if the additional Custodian is an Affiliate of the Certificate Administrator such consent of the Master Servicer need
not be obtained and the Certificate Administrator shall instead notify the Master Servicer of such appointment. The Certificate
Administrator agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders and the Companion Loan Holders. The Certificate Administrator shall not
be liable for any act or omission of the Custodian under the Custodial Agreement, nor will the Certificate Administrator have
any obligation to oversee the activities of a non-Affiliate Custodian. Each Custodian shall be a depository institution subject
to supervision by federal or state authority, shall have a combined capital and surplus (or shall have its performance guaranteed
by an Affiliate with a combined capital and surplus) of at least $10,000,000, shall have a long-term debt rating of at least “BBB”
from Fitch and “A(low)” by DBRS Morningstar. Each Custodian shall be subject to the same obligations and standard
of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage File directly
by the Certificate Administrator. The appointment of one or more Custodians shall not relieve the Certificate Administrator from
any of its duties, liabilities or obligations hereunder. If the Custodian is an entity other than the Certificate Administrator,
the Custodian shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization
evidenced by


 



    -173-


     


    

 


this Agreement. The Custodian shall be deemed to have complied with this provision if one of its Affiliates has such
fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In
addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form
and amount that are customary for securitizations similar to the securitization evidenced by this Agreement. All fidelity bonds
and policies of errors and omissions insurance obtained under this Section 3.19 shall be issued by a Qualified Insurer.
For the avoidance of doubt, the Certificate Administrator shall bear no responsibility for any acts or omissions on the part of
the Custodian.


 


Section
3.20     Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts. The Master
Servicer shall administer each Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in accordance with
the Mortgage or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if any relating to the Whole Loan it
is servicing.


 


Section
3.21     Property Advances. (a)  The Master Servicer (or, to the extent provided in Section
3.21(c) of this Agreement, the Trustee) to the extent specifically provided for in this Agreement, shall make any Property
Advances as and to the extent otherwise required pursuant to the terms hereof with respect to the Whole Loan. For purposes of
distributions to Certificateholders and compensation to the Master Servicer, the Special Servicer or the Trustee, Property Advances
shall not be considered to increase the Stated Principal Balance of the Whole Loan, notwithstanding that the terms of the Whole
Loan so provide.


 


(b)            Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less than
five Business Days’ written notice with respect to any Property Advance to be made on a Specially Serviced Loan, before
the date on which the Master Servicer is required to make such Property Advance with respect to a Specially Serviced Loan or an
REO Loan; provided, however, that the Special Servicer shall be required to provide the Master Servicer with only
two Business Days’ written notice in respect of Property Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Property Advances required to make tax or insurance payments). If the Master Servicer or the
Trustee makes a Property Advance with respect to the Whole Loan, then it shall provide written notice to the related Other Servicer,
Other Special Servicer and Other Trustee of the amount of such Property Advance with respect to the Whole Loan within two (2)
Business Days of making such Property Advance.


 


(c)            The Master Servicer shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event within
one Business Day after, becoming aware that it will be unable to make any Property Advance required to be made pursuant to the
terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property Advance, the Person to whom
it is to be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein information and instructions
for the payment of such Property Advance, and, on the date specified in such notice for the payment of such Property Advance,
or, if the date for payment has passed or if no such date is specified, then within five Business Days following such notice,
the Trustee, subject to the provisions of Section 3.21(d) of this Agreement,


 



    -174-


     


    

 


shall pay the amount of such Property Advance
in accordance with such information and instructions.


 


(d)            The Special Servicer shall promptly furnish any party required to make Property Advances hereunder with any information in its
possession regarding a Specially Serviced Loan or an REO Property as such party required to make Property Advances may reasonably
request for purposes of making nonrecoverability determinations. Notwithstanding anything to the contrary in this Agreement, the
Special Servicer shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable
Advance, and in the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then
all such decisions shall remain with the Master Servicer or the Trustee, as applicable.


 


Notwithstanding
anything herein to the contrary, no Property Advance shall be required hereunder if the Person otherwise required to make such
Property Advance determines that such Property Advance would, if made, constitute a Nonrecoverable Property Advance. In addition,
the Master Servicer shall not make any Property Advance to the extent that it determines or has received written notice that the
Special Servicer has determined that such Property Advance would, if made, constitute a Nonrecoverable Property Advance. In making
such recoverability determination, such Person will be entitled to (i) give due regard to the existence of any Nonrecoverable
Advance with respect to the Whole Loan, the recovery of which, at the time of such consideration, is being deferred or delayed
by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the Whole Loan are a source of recovery
not only for the Property Advance, Administrative Advance or P&I Advance under consideration, but also as a potential source
of recovery of such Nonrecoverable Advance which is being or may be deferred or delayed and (ii) consider (among other things)
the obligations of the Borrowers under the terms of the Whole Loan as it may have been modified, (iii) consider (among other
things) the Mortgaged Properties in their “as-is” or then-current condition and occupancy, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the
possibility and effects of future adverse changes with respect to the Mortgaged Properties, (iv) estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things) future expenses and
(v) estimate and consider (among other things) the timing of recoveries.


 


If
an Appraisal of any Mortgaged Property shall not have been obtained within the prior 9 month period (and the Master Servicer and
the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence)
or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good
faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master
Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal,
the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination
that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the
expense of the Trust Fund (and such expense shall be allocated in accordance with the allocation provision of the Co-Lender Agreement).


 






    -175-


     


    

 


Any
determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may be,
has made a Property Advance that is a Nonrecoverable Property Advance or any determination by the Master Servicer, the Special
Servicer or the Trustee that any proposed Property Advance, if made, would constitute a Nonrecoverable Property Advance shall
be evidenced, in the case of the Master Servicer or the Special Servicer, by a certificate of a Servicing Officer delivered to
the other, to the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor, the Companion Loan Holders and
the Directing Holder (during any Subordinate Control Period and any Subordinate Consultation Period), and, in the case of the
Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor, the Companion Loan Holders and the Directing Holder (during
any Subordinate Control Period and any Subordinate Consultation Period), which in each case sets forth such recoverability determination
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(such certificate to be accompanied by, to the extent available, income and expense statements, rent rolls, occupancy status,
property inspections and other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to
make such determination, together with any existing Appraisal or any Updated Appraisal); provided, however, that
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any Property Advance
previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, the Certificate Administrator,
the Trustee, the Directing Holder (during any Subordinate Control Period and any Subordinate Consultation Period), the Operating
Advisor, the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), notice of such determination together with a certificate
of a Servicing Officer and supporting information described above, if applicable. Any such determination shall be conclusive and
binding on the Master Servicer, the Special Servicer and the Trustee. Notwithstanding the foregoing, the Special Servicer shall
have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in the
absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall
remain with the Master Servicer.


 


Any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that a Property Advance is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer) may obtain, at the expense of the Trust (and such expense shall be allocated in accordance with the allocation
provisions of the Co-Lender Agreement), any analysis, Appraisals or market value estimates or other information for such purposes.
Absent bad faith, any such determination as to the recoverability of any Property Advance shall be conclusive and binding on the
Certificateholders and the Companion Loan Holders.


 


Notwithstanding
the above, the Trustee shall be entitled to rely conclusively on any determination by the Master Servicer and the Master Servicer
and the Trustee shall be bound by any determination of the Special Servicer that a Property Advance, if made, would be a Nonrecoverable
Property Advance. The Trustee, in determining whether or not a Property Advance previously made is, or a proposed Property Advance,
if made, would be, a


 



    -176-


     


    

 


Nonrecoverable Property Advance shall be subject to the standards applicable to the Master Servicer hereunder.


 


With
respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Master Servicer determines
that a Property Advance of such amounts would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of
such determination to the Trustee, the Certificate Administrator and the Special Servicer. Upon receipt of such notice, the Master
Servicer (with respect to the Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan
if it is a Specially Serviced Loan or an REO Property) shall determine (with the reasonable assistance of the Master Servicer)
whether the payment of such amount (i) is necessary to preserve any Mortgaged Property and (ii) would be in the best
interests of the Certificateholders and the Companion Loan Holders, as a collective whole as if such Certificateholders and Companion
Loan Holders constituted a single lender. If the Master Servicer or the Special Servicer determines that the payment of such amount
(i) is necessary to preserve any Mortgaged Property and (ii) would be in the best interests of the Certificateholders
and the Companion Loan Holders, as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single
lender, the Master Servicer shall make such payment from the Collection Account to the extent of Available Funds or, in the case
of a determination by the Special Servicer, the Special Servicer shall direct the Master Servicer in writing to make such payment
and, in either case, the Master Servicer shall make such payment, to the extent of Available Funds, from amounts in the Collection
Account.


 


Notwithstanding
anything to the contrary contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to
make a payment out of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master
Servicer has determined that a Property Advance with respect to such expenditure would be a Nonrecoverable Property Advance (unless,
with respect to the Whole Loan if it is a Specially Serviced Loan or an REO Loan, the Special Servicer has notified the Master
Servicer to not make such expenditure), where making such expenditure would prevent (i) the Mortgaged Properties from being
uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the Whole Loan; provided that in each instance, the Master Servicer determines
in accordance with the Servicing Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the
Certificate Administrator) that making such expenditure is in the best interests of the Certificateholders and the Companion Loan
Holders, all as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender. The Master
Servicer may elect to obtain reimbursement of Nonrecoverable Property Advances from the Trust Fund in accordance with Section
3.06 of this Agreement.


 


(e)            The Master Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances made by it
to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, of this Agreement, together with any
related Advance Interest Amount in respect of such Property Advances, and the Master Servicer, the Special Servicer and the Trustee
each hereby covenants and agrees to promptly seek and effect the reimbursement of such Property Advances from the Borrowers to
the extent permitted by applicable law and the related Loan Documents.


 






    -177-


     


    

 


(f)             If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed Property Advance, if made,
or any outstanding Property Advance with respect to any such Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance or if the Master Servicer, Special Servicer or Trustee, as applicable, subsequently determines that a proposed Property
Advance would be a Nonrecoverable Advance or an outstanding Property Advance is or would be a Nonrecoverable Advance, the Master
Servicer or Trustee, as applicable, shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each
related Other Pooling and Servicing Agreement with written notice of such determination, together with supporting evidence for
such determination, promptly and in any event within two (2) Business Days after such determination or such longer time period
permitted by the Co-Lender Agreement.


 


Section
3.22     Appointment of Special Servicer. (a)  Situs Holdings, LLC, is hereby appointed as
the initial Special Servicer. During any Subordinate Control Period and subject to the right of the Operating Advisor to recommend
the termination of the Special Servicer and recommend a replacement Special Servicer pursuant to Section 7.01(e), the Directing
Holder shall have the right to direct the Trustee to terminate the Special Servicer as provided in Section 7.01(d) hereof.


 


(b)            At any time other than a Subordinate Control Period, the Special Servicer may be removed, and a successor Special Servicer appointed,
at any time, upon (a) the written direction of holders of not less than 25% of the aggregate Voting Rights allocable to the
Principal Balance Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such
written direction, (b) payment by such holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and (c) delivery by such holders to the Certificate Administrator of a No Downgrade Confirmation (which No Downgrade
Confirmations shall be obtained at the expense of those Holders requesting a vote), the Certificate Administrator shall promptly
provide written notice to all Certificateholders of such request by posting such notice on its internet website, and by mail,
and conduct the solicitation of votes of all Voting Rights in such regard. At any time other than during a Subordinate Control
Period, upon the written direction of (i) Holders of Principal Balance Certificates evidencing at least 75% of a Certificateholder
Quorum or (ii) Holders of Principal Balance Certificates evidencing more than 50% of the Voting Rights allocable to each Class
of Non-Reduced Certificates, to remove the Special Servicer, the Trustee shall (x) terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint the successor Special Servicer designated by such Holders, provided that such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding
fees and other compensation, reimbursement of advances and other rights set forth in this Agreement which survive termination
and (y) promptly notify such outgoing Special Servicer of the effective date of such termination; provided that if such
written direction is not provided within 180 days of the notice from the Certificate Administrator of the request for a vote to
terminate and replace the Special Servicer, then such written direction shall have no force and effect. The provisions set forth
in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and
the Trustee as between each other. The Special Servicer shall not have any cause of action based upon or arising from any breach
or alleged breach of such provisions other than as may arise as a result of the failure to comply with the above described


 



    -178-


     


    

 


voting
procedures. As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer.
The Holders of the Certificates and that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred
in connection with the removal and replacement of the Special Servicer pursuant to this paragraph (including the costs associated
with administering such vote). The Certificate Administrator shall include on each Distribution Date Statement a statement that
each Certificateholder and Beneficial Owner may access notices on the Certificate Administrator’s Website and each Certificateholder
and Beneficial Owner may register to receive email notifications when such notices are posted on the Certificate Administrator’s
Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders
or Beneficial Owner for the reasonable expenses of posting such notices.


 


(c)            The Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement or direction
to terminate pursuant to Section 3.22(a) of this Agreement, so notify the Certificate Administrator, the Companion Loan
Holders and the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement). The termination of the Special Servicer and appointment of a successor
Special Servicer pursuant to this Section 3.22 shall not be effective until (i) the delivery of a No Downgrade Confirmation
from each Rating Agency to the Trustee and a No Downgrade Confirmation with respect to the Companion Loan, (ii) the successor
special servicer has assumed all of its responsibilities, duties and liabilities of the Special Servicer hereunder pursuant to
a writing reasonably satisfactory to the Trustee, (iii) receipt by the Trustee of an Opinion of Counsel to the effect that
(x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement and (z) this Agreement will be enforceable against such replacement
in accordance with its terms, (iv) the replacement Special Servicer certifies that such replacement special servicer satisfies
all related qualifications set forth in the Co-Lender Agreement and (v) receipt by the Certificate Administrator (with a confirmation
of such receipt delivered to the Trustee) of notice and information required to be delivered by the successor Special Servicer
under Section 11.02 of this Agreement. Any successor Special Servicer shall make the representations and warranties provided
for in Section 2.04(e) of this Agreement applicable to the Special Servicer mutatis mutandis. Further, such successor
shall be a Person that satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement;
provided that the licensing requirements set forth in Section 2.04(e) may, with respect to any successor Special
Servicer, be satisfied by a sub-servicer appointed by such successor Special Servicer in accordance with the terms of this Agreement.


 


The
existing Special Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming the
Special Servicer hereunder; provided, however, that the Special Servicer removed pursuant to this Section shall
be entitled to receive, and shall have received, all amounts accrued or owing to it under this Agreement on or prior to the effective
date of such resignation and it shall continue to be entitled to any rights that accrued prior to the date of such resignation
(including the right to receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus the right
to receive any Workout Fee and/or Liquidation Fee specified in Section 3.12(c) of this Agreement in the event that the
Special Servicer is terminated and any indemnification rights that the Special Servicer is entitled to


 



    -179-


     


    

 


pursuant to Section
6.03(a) of this Agreement) notwithstanding any such removal. Such removed Special Servicer shall cooperate with the Trustee
and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and
rights hereunder, including without limitation the transfer within two (2) Business Days to the successor Special Servicer for
administration by it of all cash amounts that are thereafter received with respect to the Whole Loan.


 


(d)            The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, that neither the Trustee nor the Master Servicer
shall be liable for any actions or any inaction of such successor Special Servicer.


 


(e)            No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
3.22. All costs and expenses of any such termination made without cause shall be paid by the Trust as an Additional Trust
Fund Expense.


 


(f)             Notwithstanding anything to the contrary contained in this Section 3.22, if the Special Servicer becomes a Borrower
Related Party, the Special Servicer shall resign as Special Servicer. In the event that the Special Servicer is required to resign
as Special Servicer because it has become a Borrower Related Party, during any Subordinate Control Period or Subordinate Consultation
Period, (i) if a Directing Holder has been appointed, the Directing Holder shall appoint a successor special servicer that is
not a Borrower Related Party in accordance with this Agreement unless the Directing Holder is a Borrower Related Party, and (ii)
if the Directing Holder is a Borrower Related Party or no Directing Holder has been appointed, then the largest Controlling Class
Certificateholder (by Certificate Balance) that is not a Borrower Related Party shall be entitled to appoint a successor special
servicer that is not a Borrower Related Party or (iii) if (a) the Directing Holder is a Borrower Related Party or no Directing
Holder has been appointed and (b) there is no Controlling Class Certificateholder that is not a Borrower Related Party, then a
successor special servicer shall be appointed as described in the next paragraph. None of the Master Servicer, the Depositor,
the Operating Advisor, the Trustee or the Certificate Administrator shall have any obligation to determine if the Special Servicer
is or has become a Borrower Related Party.


 


(g)            In the event that the Special Servicer is required to resign as Special Servicer because it has become a Borrower Related Party
and either (i) a Subordinate Control Period or a Subordinate Consultation Period is in effect and (a) the Directing Holder is
a Borrower Related Party or no Directing Holder has been appointed and (b) there is no Controlling Class Certificateholder that
is not a Borrower Related Party or (ii) neither a Subordinate Control Period nor a Subordinate Consultation Period is in effect,
then upon resignation of the Special Servicer, at the expense of the Trust, the Certificate Administrator shall promptly provide
written notice of such resignation to all Certificateholders by posting such notice on the Certificate Administrator’s website
and the successor special servicer shall be appointed upon the written direction of more than 50% of the Voting Rights of the
Certificates that exercise their right to vote (provided that holders of at least 20% of the Voting Rights of the Certificates
exercise their right to vote). If such successor special servicer has not been appointed pursuant to the immediately preceding
sentence within 30 days after the Special Servicer has provided its written notice of resignation, the Certificate Administrator
shall provide written notice to the resigning Special Servicer that such successor special servicer has not been appointed and
such resigning Special Servicer shall use reasonable efforts to appoint such successor special servicer that is a Qualified Replacement


 



    -180-


     


    

 



Special Servicer and the agreement of a proposed successor to accept the same or lower compensation, and at the expense of the
Trust, if such successor special servicer has not been appointed within 30 days after such notice by the Certificate Administrator
to the resigning Special Servicer, the resigning Special Servicer shall petition any court of competent jurisdiction for the appointment
of a successor special servicer.


 


(h)            Any appointment of a successor special servicer under clauses (f) or (g) of this Section 3.22 shall not be
effective until the delivery of a No Downgrade Confirmation from each Rating Agency to the Trustee and a No Downgrade Confirmation
with respect to the applicable Companion Loan(s).


 


(i)             The successor special servicer shall perform all of the obligations of the Special Servicer and will be entitled to all special
servicing compensation earned during such time as the successor special servicer is acting as special servicer.


 


Section
3.23        Transfer of Servicing Between the Master Servicer and the Special Servicer;
Record Keeping; Asset Status Report. (a)  Upon the occurrence of any event specified in the definition of Specially
Serviced Loan with respect to the Whole Loan of which the Master Servicer has notice, the Master Servicer shall promptly give
notice thereof to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Companion Loan
Holders and the Trust Loan Sellers, and shall use efforts in accordance with the Servicing Standard to provide the Special Servicer
with all information, documents (but excluding the original documents constituting the Mortgage File) and records (including records
stored electronically) relating to the Whole Loan and reasonably requested by the Special Servicer to enable it to assume its
duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use efforts in accordance
with the Servicing Standard to comply with the preceding sentence within five Business Days of the date it has notice of the occurrence
of any event specified in the definition of Specially Serviced Loan and in any event shall continue to act as Master Servicer
and administrator of the Whole Loan until the Special Servicer has commenced the servicing of the Whole Loan, which shall occur
upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With
respect to the Whole Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the Borrowers to continue
to remit all payments in respect of the Whole Loan to the Master Servicer. The Master Servicer shall forward any notices it would
otherwise send to the Borrowers of a Specially Serviced Loan to the Special Servicer, which shall send such notice to the Borrowers.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Whole Loan, the Special Servicer shall immediately give notice
thereof to the Master Servicer, and upon giving such notice, the Whole Loan shall cease to be a Specially Serviced Loan in accordance
with the first proviso of the definition of Specially Serviced Loan, the Special Servicer’s obligation to service the Whole
Loan shall terminate and the obligations of the Master Servicer to service and administer the Whole Loan as a Whole Loan that
is not a Specially Serviced Loan shall resume.


 


(b)            In servicing a Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the Mortgage File (to the extent such documents are in the possession
of the Special Servicer) and copies of any additional Whole Loan information, including correspondence with the Borrowers, and
the Special Servicer shall promptly provide copies of all of the foregoing to


 



    -181-


     


    

 


the Master Servicer as well as copies of any analysis
or internal review prepared by or for the benefit of the Special Servicer.


 


(c)            Not later than two Business Days preceding each date on which the Master Servicer is required to furnish a report under Section
3.13(a) of this Agreement to the Certificate Administrator, the Special Servicer shall deliver to the Certificate Administrator,
with a copy to the Trustee, the Operating Advisor and the Master Servicer, a written statement describing (i) the amount
of all payments on account of interest received on a Specially Serviced Loan, the amount of all payments on account of principal,
including Principal Prepayments, on a Specially Serviced Loan, the amount of Net Insurance Proceeds, Net Liquidation Proceeds
and Net Condemnation Proceeds received with respect to a Specially Serviced Loan, and the amount of net income or net loss, as
determined from management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of,
or the receipt of any rental income that does not constitute Rents from Real Property with respect to the REO Property relating
to a Specially Serviced Loan, in each case in accordance with Section 3.15 of this Agreement (it being understood and agreed
that to the extent this information is provided in accordance with Section 3.13(f) of this Agreement, this Section 3.23(c) shall be deemed to be satisfied) and (ii) such additional information relating to a Specially Serviced Loan as the Master
Servicer, the Certificate Administrator or the Trustee reasonably request, to enable it to perform its duties under this Agreement.
Such statement and information shall be furnished to the Master Servicer in writing and/or in such electronic media as is acceptable
to the Master Servicer.


 


(d)            Notwithstanding the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing payment records
with respect to a Specially Serviced Loan relating to the Trust Loan and shall provide the Special Servicer and the Operating
Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under
this Agreement. The Special Servicer shall provide the Master Servicer with any information reasonably required by the Master
Servicer to perform its duties under this Agreement.


 


(e)            No later than 60 days after the Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the Master
Servicer, the Directing Holder (during any Subordinate Control Period and any Subordinate Consultation Period), the Operating
Advisor, the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post such report to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), a report (the “Asset Status Report”)
with respect to the Whole Loan and the Mortgaged Properties. Such Asset Status Report shall set forth the following information
to the extent reasonably determinable:


 


(i)             the date of transfer of servicing of the Whole Loan to the Special Servicer;


 


(ii)            a summary of the status of the Specially Serviced Loan and any negotiations with the Borrower;


 


(iii)           a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the Whole Loan and whether outside legal counsel has been retained;


 






    -182-


     


    

 


(iv)           the most current rent roll and income or operating statement available for the Mortgaged Properties;


 


(v)            (A) the Special Servicer’s recommendations on how the Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are
being considered by the Special Servicer in connection with the proposed or taken actions;


 


(vi)           the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the Whole Loan;


 


(vii)          a description of any amendment, modification or waiver of a material term of any ground lease;


 


(viii)         the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the
Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(ix)            an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value
basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and
(y) the net present value calculation (including the applicable Calculation Rate used) and all related assumptions;


 


(x)             the appraised value of the Mortgaged Properties together with the assumptions used in the calculation thereof, and a copy of the
last obtained Appraisal of each Mortgaged Property; and


 


(xi)            such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


The
Special Servicer shall, subject to the rights of the Directing Holder (during any Subordinate Control Period and any Subordinate
Consultation Period) and the Operating Advisor, take such actions consistent with the Servicing Standard and the Asset Status
Report. The Special Servicer shall not take any action inconsistent with the Asset Status Report, unless such action would be
required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the Loan Documents.


 


If,
during any Subordinate Control Period, (i) the Directing Holder affirmatively approves in writing an Asset Status Report, (ii)
after ten (10) Business Days from receipt of an Asset Status Report, together with all information in the possession of the Special
Servicer that is reasonably necessary for the Directing Holder to make a decision regarding the Asset Status Report, the Directing
Holder does not object to such Asset Status Report or (iii) within ten (10)


 



    -183-


     


    

 


Business Days after receipt of an Asset Status Report,
together with all information in the possession of the Special Servicer that is reasonably necessary for the Directing Holder
to make a decision regarding the Asset Status Report, the Directing Holder objects to such Asset Status Report and the Special
Servicer makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all
the Certificateholders, then the Special Servicer shall take the recommended actions described in the Asset Status Report. Within
ten (10) Business Days after receipt of an Asset Status Report, together with all information reasonably requested by the Directing
Holder in the possession of the Special Servicer that is reasonably necessary to make a decision regarding the Asset Status Report,
the Directing Holder may object to such Asset Status Report; provided that following the occurrence of an extraordinary
event with respect to any Mortgaged Property, or if a failure to take any such action at such time would be inconsistent with
the Servicing Standard, the Special Servicer may take actions with respect to any Mortgaged Property before the expiration of
such ten (10) Business Day period if the Special Servicer reasonably determines in accordance with the Servicing Standard that
failure to take such action before the expiration of such ten (10) Business Day period would materially and adversely affect the
interest of the Certificateholders, and, during any Subordinate Control Period, the Special Servicer has made a reasonable effort
to contact the Directing Holder.


 


During
any Subordinate Control Period, if the Directing Holder objects to an Asset Status Report within the above-referenced ten (10)
Business Day period, then the Special Servicer (absent a determination set forth in clause (iii) of the first sentence
of the immediately preceding paragraph) shall revise such Asset Status Report as soon as practicable thereafter, but in no event
later than thirty (30) days after the objection to the Asset Status Report by the Directing Holder. During any Subordinate Control
Period, the Special Servicer shall revise such Asset Status Report as provided in the prior paragraph until the earlier of (a)
the delivery by the Directing Holder of an affirmative approval in writing of such revised Asset Status Report, (b) the failure
of the Directing Holder to disapprove such revised Asset Status Report in writing within ten (10) Business Days of its receipt
thereof and (c) the determination of the Special Servicer, consistent with the Servicing Standard, that the objection of the Directing
Holder is not in the best interests of all the Certificateholders and the Companion Loan Holders. In any event, during any Subordinate
Control Period, if the Directing Holder does not approve an Asset Status Report within ninety (90) days from the first submission
of such Asset Status Report, or the Special Servicer’s determination to take the recommended action as provided in the immediately
preceding paragraph, the Special Servicer shall take such action as set forth in the most recent Asset Status Report; provided
that such action does not violate the Servicing Standard. The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement the new action in such revised report so long as such revised report has been
prepared, reviewed and either approved or not rejected as provided above. Upon request, each Initial Purchaser shall be entitled
to a copy of any Asset Status Report.


 


During
an Operating Advisor Consultation Period, the Special Servicer shall promptly deliver each Asset Status Report prepared for the
Whole Loan and the Mortgaged Properties to the Operating Advisor and, during any Subordinate Consultation Period, the Directing
Holder. The Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within
ten (10) Business Days following the later of receipt of (i) such Asset Status Report or (ii) such additional information reasonably
requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the


 



    -184-


     


    

 


 extent it determines
such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are Holders of the
Controlling Class) as a collective whole. The Special Servicer shall consider such alternative courses of action and any other
feedback provided by the Operating Advisor (and, during any Subordinate Consultation Period, the Directing Holder) in connection
with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer may revise the Asset Status Report
as it deems necessary to take into account any input and/or comments received in response from the Operating Advisor or the Directing
Holder, to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Holder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole. Promptly upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments
from the Operating Advisor or the Directing Holder, the Special Servicer shall revise the Asset Status Report, if applicable,
and deliver to the Operating Advisor and the Directing Holder the revised Asset Status Report (until a Final Asset Status Report
is issued).


 


The
Asset Status Report is not intended to replace or satisfy any other specific consent or approval right which the Directing Holder
may have.


 


The
Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless
such action would be required in order to act in accordance with the Servicing Standard. During any Subordinate Control Period
or any Subordinate Consultation Period, if the Special Servicer takes any action inconsistent with an Asset Status Report that
has been adopted as provided above, the Special Servicer shall promptly notify the Directing Holder of such inconsistent action
and provide a reasonably detailed explanation of the reasons therefor.


 


The
Special Servicer shall deliver to the Master Servicer, the Directing Holder (during any Subordinate Control Period and any Subordinate
Consultation Period), the Operating Advisor, the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information
Provider’s Website), the Companion Loan Holders and, subject to Section 4.02(c), each Rating Agency a copy of each
Final Asset Status Report, in each case with reasonable promptness following the adoption thereof.


 


Notwithstanding
anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or
obtain consent or approval from the Directing Holder prior to acting (and provisions of this Agreement requiring such consultation,
consent or approval shall be of no effect) during the period following any resignation or removal of the Directing Holder and
before a replacement is selected and/or identified; and (ii) no advice, direction or objection from or by the Directing Holder
or the Operating Advisor, as contemplated by Section 6.09 or pursuant to any other provision of this Agreement, as contemplated
by this Agreement or any intercreditor agreement, may (and the applicable Special Servicer shall ignore and act without regard
to any such advice, direction or objection that such Special Servicer has determined, in its reasonable, good faith judgment,
would): (A) require or cause such Special Servicer to violate applicable law, the terms of the Loan Documents, any intercreditor
agreement or any Section of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing
Standard, (B) result in the imposition of federal income tax on the Trust, cause any REMIC to fail to qualify as a REMIC, (C)
expose the Trust, any Certificateholder, the


 



    -185-


     


    

 


Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Trustee, any Companion Loan Holder, any holders of Companion Loan Securities, any Other Depositor,
any Other Servicers, any Other Special Servicer, any Other Operating Advisor or any of their respective Affiliates, members, managers,
officers, directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Master
Servicer’s, Special Servicer’s, Certificate Administrator’s or Trustee’s responsibilities under this Agreement.


 


(f)             While the Whole Loan is a Specially Serviced Loan, the Special Servicer shall have the authority to meet with the Borrowers.


 


(g)            The Special Servicer shall (x) deliver to the Certificate Administrator a proposed notice to Certificateholders that will include
a summary of any Final Asset Status Report in an electronic format (which shall be a brief summary of the current status of the
Mortgaged Properties and strategy with respect to the resolution and workout of the Trust Loan), and the Certificate Administrator
shall post such summary on the Certificate Administrator’s Website pursuant to Section 4.02(b) and shall deliver
such summary of any Asset Status Reports to the 17g-5 Information Provider (which shall post such summary to the website pursuant
to Section 4.02(b)) and (y) implement the applicable Final Asset Status Report in the form delivered to the 17g-5
Information Provider pursuant to Section 3.23(e). The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and, following the prompt delivery of such modified Asset Status Report to the 17g-5 Information
Provider, which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website pursuant to Section
4.02(b), implement such report.


 


Section
3.24           Special Instructions for the Master Servicer and/or Special
Servicer. (a)  Prior to taking any action with respect to the Whole Loan secured by the Mortgaged Properties located
in a “one-action” state, the Master Servicer or Special Servicer, as applicable, shall consult with legal counsel,
the fees and expenses of which shall be an expense of the Trust Fund and shall be allocated in accordance with the allocation
provisions of the Co-Lender Agreement.


 


(b)            The Master Servicer shall send written notice to the Borrowers and the Manager and clearing bank relating to the Whole Loan that,
if applicable, it and/or the Trustee has been appointed as the “Designee” of the “Lender” under any related
Lock-Box Agreement.


 


(c)            Without limiting the obligations of the Master Servicer hereunder with respect to the enforcement of the Borrower’s obligations
under the Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard, enforce the provisions
of the Loan Documents relating to the Whole Loan with respect to the collection of Prepayment Charges.


 


(d)            In the event that a Rating Agency shall charge a fee in connection with providing a No Downgrade Confirmation, the Master Servicer
shall require the Borrowers to pay such fee to the extent not inconsistent with the applicable Loan Documents. In the event that
such fee remains unpaid, such fee shall be an expense of the Trust Fund (allocated as an Additional Trust Fund Expense in the
same manner as Realized Losses as set forth in Section 4.01(d) of this Agreement).


 






    -186-


     


    

 


(e)            With respect to the Whole Loan, to the extent not inconsistent with the Whole Loan, neither the Master Servicer nor the Special
Servicer, as applicable, shall consent to a change of franchise affiliation with respect to any Mortgaged Property, if applicable,
or any property manager with respect to any Mortgaged Property or any material amendment to the Co-Lender Agreement or any mezzanine
intercreditor agreement unless the Master Servicer or Special Servicer, as applicable, obtains a No Downgrade Confirmation relating
to the Certificates and Companion Loan Securities, if any.


 


(f)             To the extent not inconsistent with the Loan Agreement, the Master Servicer shall require a No Downgrade Confirmation if the Borrower
proposed accounting firm is not a nationally recognized accounting firm, where lender has a right of approval under such Loan
Agreement.


 


(g)            To the extent the Loan Agreement permits the lender to request an updated insolvency opinion, the Master Servicer or the Special
Servicer, as applicable, shall request such insolvency opinion.


 


Section
3.25           Certain Rights and Obligations of the Master Servicer and/or
the Special Servicer. In addition to its rights and obligations with respect to a Specially Serviced Loan, the Special Servicer
has the right, whether or not the Whole Loan is a Specially Serviced Loan, to approve (i) Major Decisions to the extent described
under Section 3.26 of this Agreement and (ii) certain waivers of due-on-sale or due-on-encumbrance clauses as described
above under Section 3.09 of this Agreement. With respect to a Performing Loan, the Master Servicer shall promptly notify
the Special Servicer of any request for approval (a “Request for Approval”) received relating to the Special
Servicer’s above-referenced approval rights and forward to the Special Servicer written notice of any Request for Approval
accompanied by its written recommendation and analysis and any other information or documents reasonably requested by the Special
Servicer (to the extent such information or documents are in the Master Servicer’s possession). The Special Servicer shall
have 15 Business Days (from the date that the Special Servicer receives the information it requested from the Master Servicer)
to analyze and make a recommendation with respect to a Request for Approval with respect to a Performing Loan. If the Special
Servicer does not respond within such 15 Business-Day period (or in connection with an Acceptable Insurance Default, 90 days)
(unless earlier objected to), the Special Servicer’s consent shall be deemed given.


 


Section
3.26     Modification, Waiver, Amendment and Consents. (a)  Subject to Sections 3.25 and 3.26(f), and subject to the rights of the Directing Holder during any Subordinate Control Period or Subordinate
Consultation Period and the Operating Advisor during any Operating Advisor Consultation Period (in the case of clause (ii) below),
(i) the Master Servicer (subject to the Special Servicer’s consent if required pursuant to Sections 3.25 and
Section 6.09(a)) or (ii) with respect to the Whole Loan if it is a Specially Serviced Loan, the Special Servicer may
modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing
Standard and (B) would not constitute a “significant modification” of the Whole Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or (2) result
in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on


 



    -187-


     


    

 


contributions to a REMIC set forth in Section 860G(d)
of the Code, but not including the tax on “net income from foreclosure property” under Section 860G(c) of the
Code). In order to meet the foregoing requirements in the case of a release of real property collateral securing the Whole Loan,
the Master Servicer or Special Servicer, as applicable, shall observe the REMIC requirements of the Code with respect to a required
payment of principal if the related loan-to-value ratio immediately after the release exceeds 125% with respect to the related
real property.


 


(b)            Neither the Master Servicer nor the Special Servicer shall extend the Maturity Date of the Whole Loan beyond the date that is
the date occurring later than seven (7) years prior to the Rated Final Distribution Date.


 


(c)            Neither the Master Servicer nor the Special Servicer shall permit the Borrowers to add or substitute any collateral for the Whole
Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as applicable, shall have
obtained a No Downgrade Confirmation relating to the Certificates and the Companion Loan Securities, if any.


 


(d)            Any payment of interest that is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders or Companion Loan Holders,
be added to the unpaid principal balance of the Whole Loan, notwithstanding that the terms of the Whole Loan or such modification,
waiver or amendment so permit.


 


(e)            Except for waivers of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments of the
Whole Loan in accordance with this Section 3.26 of this Agreement shall be in writing.


 


(f)             The Master Servicer or the Special Servicer, as applicable, shall notify the Master Servicer (if the notice is given by the Special
Servicer), the Trustee, the Certificate Administrator, the Depositor, the Directing Holder (during any Subordinate Control Period
or any Subordinate Consultation Period), the Operating Advisor, the Companion Loan Holders and the 17g-5 Information Provider
(which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of
this Agreement), in writing, of any modification, waiver, material consent or amendment of any term of the Whole Loan and the
date thereof, and shall deliver to the Custodian for deposit in the Mortgage File, an original counterpart of the agreement relating
to such modification, waiver, material consent or amendment, promptly (and in any event within 10 Business Days) following the
execution thereof.


 


(g)            The Master Servicer or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by
the Borrowers for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the Whole Loan and is permitted by the terms of this
Agreement and applicable law, require that the Borrowers pay to it (i) as additional servicing compensation, a reasonable
and customary fee for the additional services performed in connection with such request (provided that the charging of
such fee would not constitute a “significant modification” of the Whole Loan within the meaning of Treasury Regulations
Section 1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no


 



    -188-


     


    

 


event shall the Master Servicer
or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the Borrowers.


 


(h)            Notwithstanding the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant to the
defeasance provisions of the Whole Loan (or any portion thereof), if any, unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8)(ii) and satisfies the conditions set forth in Section 3.09(h) of this Agreement.


 


(i)             Notwithstanding anything herein or in the Loan Documents to the contrary, the Master Servicer may permit the substitution of direct,
non-callable “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (including U.S. government
agency securities if such securities are eligible defeasance collateral under then current guidelines of the Rating Agencies)
for any Mortgaged Property pursuant to the defeasance provisions of the Whole Loan (or any portion thereof) in lieu of the defeasance
collateral specified in the Loan Documents; provided that the Master Servicer receives an Opinion of Counsel (at the expense
of the Borrowers to the extent permitted under the Loan Documents) to the effect that such use would not be and would not constitute
a “significant modification” of the Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would
not otherwise endanger the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or result in the imposition of a
tax upon the Lower-Tier REMIC, the Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code 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 from foreclosure property”).


 


(j)             Any modification, waiver or amendment of or consents or approvals relating to the Whole Loan that is a Specially Serviced Loan
or an REO Loan shall be performed by the Special Servicer and not the Master Servicer.


 


(k)            The Special Servicer may grant a forbearance on the Whole Loan related to the global COVID-19 pandemic only if (i) such forbearance
is permitted under another provision of this Agreement and the requirements under such provision are satisfied or (ii) an Opinion
of Counsel is delivered to the effect that such forbearance will not result in an Adverse REMIC Event. The Special Servicer shall
provide notice of any forbearance agreement to the 17g-5 Information Provider, who will post such notice to the 17g-5 Information
provider’s website.


 


Section
3.27        [Reserved] 


 


Section
3.28        [Reserved] 


 


Section
3.29        [Reserved]


 


Section
3.30        No Downgrade Confirmation. (a)  Notwithstanding the terms of any
Loan Documents or other provisions of this Agreement, if any action under the Loan Documents or this Agreement requires No Downgrade
Confirmation from each Rating Agency as a condition precedent to such action, if the party (the “Requesting Party”)
attempting to obtain such No Downgrade Confirmation from each Rating Agency has made a request to any Rating


 



    -189-


     


    

 


Agency for such No
Downgrade Confirmation and, within ten (10) Business Days of the No Downgrade Confirmation request being posted to the 17g-5 Information
Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that
such Rating Agency is neither reviewing such request nor waiving the requirement for No Downgrade Confirmation, then (i) such
Requesting Party shall (without providing notice to the 17g-5 Information Provider) confirm that the applicable Rating Agency
has received the No Downgrade Confirmation request, and, if it has not, promptly request the related No Downgrade Confirmation
again, and (ii) if there is no response to either such No Downgrade Confirmation request within five (5) Business Days of
such second request, or such Rating Agency has responded in a manner that indicates it is neither reviewing such request nor waiving
the requirement for No Downgrade Confirmation, (x) with respect to any such condition in any Loan Document requiring such
No Downgrade Confirmation, or any other matter under this Agreement relating to the servicing of the Whole Loan (other than as
set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Borrower, then the Master Servicer
(with respect to the Whole Loan if it is a Performing Loan) or the Special Servicer (with respect to the Whole Loan if it is Specially
Serviced Loan or an REO Loan), as applicable) shall determine, in accordance with its duties under this Agreement and in accordance
with the Servicing Standard, except as provided in Section 3.30(b), whether or not such action would be in the best interests
of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan
Holders constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Borrower, then the Master
Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders
and the Companion Loan Holders (as a collective whole, as if such Certificateholders and Companion Loan Holders constituted a
single lender), then the requirement for a No Downgrade Confirmation will be deemed not to apply as to the non-responding Rating
Agency, and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be deemed
to be satisfied with respect to a Rating Agency or a rating agency rating any Companion Loan Securities, as applicable, as follows:
(i) Moody’s, if the replacement master servicer or special servicer, as applicable, has been appointed and currently serves
as a master servicer or a special servicer, as applicable, on a transaction-level basis on a CMBS securitization transaction currently
rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing concerns
of the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities rated by Moody’s in a CMBS securitization transaction serviced by the applicable replacement master servicer
or special servicer prior to the time of determination, if Moody’s is the non-responding rating agency; (ii) S&P, if
the replacement master servicer or special servicer is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding rating agency;
(iii) KBRA, if KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the
sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a CMBS securitization transaction serviced by the applicable
replacement master servicer or special servicer prior to the time of determination if KBRA is the non-responding rating agency;
(iv) Fitch, if the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case
of the master servicer) or “CSS3” (in the case of the


 



    -190-


     


    

 


special servicer), if Fitch is the non-responding rating agency;
and (v) DBRS Morningstar, if (A) the applicable replacement master servicer or special servicer has a ranking by DBRS Morningstar
higher than or equal to “MOR CS3” as a master servicer or special servicer, as applicable (if rated by DBRS Morningstar)
or (B) the applicable replacement master servicer or special servicer, as applicable, is currently acting as a servicer or special
servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated by DBRS Morningstar that currently
has securities outstanding and for which DBRS Morningstar has not cited servicing concerns of the replacement master servicer
or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by DBRS
Morningstar in a commercial mortgage-backed securitization transaction rated by DBRS Morningstar and serviced by the applicable
replacement master servicer or special servicer, as applicable, prior to the time of determination, if DBRS Morningstar is the
non-responding rating agency (clauses (i) through (v), “Qualified Servicer”).


 


Any
No Downgrade Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the No
Downgrade Confirmation request, and shall contain all back-up material necessary for the applicable Rating Agency to process such
request. Such written No Downgrade Confirmation request shall be provided in electronic format to the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with
Section 3.14(d) of this Agreement.


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
3.30(a) following any requirement to obtain a No Downgrade Confirmation being considered satisfied, the Master Servicer or
Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.14(d) of this Agreement.


 


(b)            To the extent the Loan Documents permit the incurrence of a PACE Loan, the Master Servicer and Special Servicer, prior to permitting
the incurrence of such PACE Loan, shall receive a No Downgrade Confirmation in accordance with Section 3.30(a). The Master
Servicer and Special Servicer, as applicable, shall take all reasonable actions to collect all expenses accrued in connection
with such request for a No Downgrade Confirmation from the Borrowers on behalf of the Trust Fund.


 


(c)            For all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall
deliver a No Downgrade Confirmation from each Rating Agency.


 


Section
3.31        Certain Co-Lender Matters Relating to the Whole Loan. (a) Except for those
duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master Servicer or the Special
Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund
as may be the


 



    -191-


     


    

 


obligation of the Trust, or the obligation of the master servicer or the special servicer, as applicable, following
securitization, under the Co-Lender Agreement.


 


(b)            The Master Servicer shall maintain a register (the “Companion Loan Noteholder Register”) on which the Master
Servicer shall record the names and addresses of the Companion Loan Holders and wire transfer instructions for the Companion Loan
Holders from time to time, to the extent such information is provided in writing to the Master Servicer by the related Companion
Loan Holder. Each Companion Loan Holder agrees to inform the Master Servicer of its name, address, taxpayer identification number
and wiring instructions (to the extent the foregoing information is not already contained in the Co-Lender Agreement) and of any
transfer thereof (together with any instruments of transfer). The name and address of the initial Companion Loan Holders as of
the Closing Date are set forth on Schedule II hereto. The Master Servicer shall be entitled to conclusively rely upon the
information delivered by the Companion Loan Holders including the identity of the controlling class representative in any related
Other Securitization Trust until it receives notice of transfer or of any change in information.


 


In
no event shall the Master Servicer be obligated to pay any party the amounts payable to the Companion Loan Holders hereunder other
than the Persons listed as the applicable Companion Loan Holders on the Companion Loan Holder Register. In the event that any
Companion Loan Holder transfers their respective Companion Loan(s) without notice to the Master Servicer, the Master Servicer
shall have no liability whatsoever for any misdirected payment on the Companion Loan and shall have no obligation to recover and
redirect such payment.


 


The
Master Servicer shall promptly provide the names and addresses of the Companion Loan Holders, including the identity of the controlling
class representative in any related Other Securitization Trust, to any party hereto, any Companion Loan Holder or any successor
thereto upon written request, and any such party or successor may, without further investigation, conclusively rely upon such
information. The Master Servicer shall have no liability to any Person for the provision of any such name and address.


 


(c)            The Directing Holder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer, any Certificateholder
(including the Directing Holder, if applicable) or any Companion Loan Holder, as applicable. The Directing Holder shall not have
any liability to the Certificateholders (including the Directing Holder, if applicable), the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, or any Companion Loan Holder, as applicable, for any action taken, or for refraining
from the taking of any action or the giving of any consent, pursuant to this Agreement, or for errors in judgment.


 


(d)            The Directing Holder shall be entitled to exercise the consent rights, cure rights and purchase rights, as applicable, allocated
to the Directing Holder to the extent set forth in the Co-Lender Agreement, in accordance with the terms of the Co-Lender Agreement
and this Agreement.


 


(e)            The Special Servicer (with respect to the Companion Loan if the Companion Loan is a Specially Serviced Loan or has become a Serviced
REO Loan) or the Master Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration
of, and (subject to Section 3.13 and Section 3.17 of this Agreement and the


 



    -192-


     


    

 


following paragraph) the preparation
and delivery of reports and other information with respect to, the Whole Loan or any related REO Property required to be performed
by the holder of the Trust Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the
Co-Lender Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with
respect to the servicing of the Companion Loan:


 


(i)             none of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Companion
Loan; and


 


(ii)            the Master Servicer and the Special Servicer shall each consult with and obtain the consent of the Companion Loan Holders to the
extent, if any, required by the Co-Lender Agreement.


 


The
Master Servicer or Special Servicer, as applicable, shall timely provide to the Companion Loan Holders any reports or notices
required to be delivered to the Companion Loan Holders pursuant to the Co-Lender Agreement (provided, that to the extent
that a Companion Loan has been included in an Other Securitization Trust, such reports or notices required to be delivered by
the Special Servicer to the Companion Loan Holders shall be delivered to the controlling class representative for such Other Securitization
Trust to the extent that the Special Servicer receives written notice of the identity of the controlling class representative
for such Other Securitization Trust), and the Special Servicer shall reasonably cooperate with the Master Servicer and the Master
Servicer shall reasonably cooperate with the Special Servicer in preparing/delivering any such report or notice with respect to
special servicing matters.


 


If
the Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust”,
then neither the Master Servicer nor the Special Servicer shall knowingly take any action that would result in the equivalent
of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust.


 


The
parties hereto acknowledge that no Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee
or the Certificateholders for any action taken, or for refraining from the taking of any action pursuant to the Co-Lender Agreement
or the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed
to have confirmed its understanding that the Companion Loan Holders (i) may take or refrain from taking actions that favor
its interests or the interests of its Affiliates over the Certificateholders, (ii) may have special relationships and interests
that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against the Companion
Loan Holders or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest
or in the interest of its Affiliates.


 


The
parties hereto recognize and acknowledge the respective rights of the Companion Loan Holders under the Co-Lender Agreement. Each
of the rights of any Companion Loan Holder under or contemplated by this Section 3.31(e) may be exercisable by a designee



 



    -193-


     


    

 


thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
are provided with written notice by such Companion Loan Holder of such designation (upon which such party may conclusively rely)
and the contact details of the designee.


 


Notwithstanding
anything herein or in the Co-Lender Agreement to the contrary, no direction or objection by any Companion Loan Holder may require
or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Loan Agreement, applicable
law, this Agreement, the Co-Lender Agreement or the REMIC Provisions, including without limitation the Master Servicer’s
or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Depositor, a Trust Loan Seller, the Paying Agent, the Trust Fund, the Certificate Administrator or the Trustee to
liability, or materially expand the scope of the Master Servicer’s or Special Servicer’s responsibilities hereunder.


 


Any
reference to servicing of the Trust Loan or the Whole Loan in accordance with any of the related Loan Documents (including the
related Note and Mortgage) shall also mean, in the case of the Companion Loan, in accordance with the Co-Lender Agreement.


 


To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to the Co-Lender Agreement
are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein
in full.


 


For
purposes of exercising any rights that the Directing Holder of the Trust Loan Note for any Trust Loan may have under the Co-Lender
Agreement, the Directing Holder shall be the designee of the Trust, as such noteholder, and the Trustee shall, upon request, take
such actions as may be necessary under the Co-Lender Agreement to effect such designation. Unless already provided through the
Distribution Date Statement, the Certificate Administrator shall provide notice of the identity of the Directing Holder (to the
extent the Certificate Administrator has received notice of a change in the identity of the Directing Holder), to the other parties
to the Co-Lender Agreement, to the extent the identity and contact information of such parties to such Co-Lender Agreement are
actually known to the Certificate Administrator.


 


(f)             With
respect to the Trust Loan, the Master Servicer or the Special Servicer, as applicable, shall provide the Companion Loan Holders
within the same time frame and to the same extent it is required to provide such information and materials to the Certificateholders
or the Directing Holder, as applicable, hereunder with (1) copies of each financial statement received by the Master Servicer
pursuant to the terms of the related Loan Documents, (2) copies of any notice of default sent to the Borrowers and (3) subject
to the terms of the Loan Documents, copies of any other documents or information relating to the Trust Loan (including, without
limitation, property inspection reports, loan servicing statements, Borrower requests and asset status reports) that the Master
Servicer delivers to the related Directing Holder and copies of any other notice, information or report that it is required to
provide to the Directing Holder pursuant to this Agreement with respect to any Major Decision or with respect to any “Major
Decisions” or “major actions” as set forth in the related Co-Lender Agreement or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Trust Loan. Any copies to be furnished by the Master Servicer or the
Special Servicer may be furnished by hard copy or


 



    -194-


     


    

 


electronic means, provided, however, CREFC® reports
shall be delivered at the times set forth in Section 3.13 in this Agreement.


 


(g)            With
respect to the Whole Loan, if the Companion Loan becomes the subject of an “asset review” (or such analogous term
defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate
with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with
such asset review by providing the Other Asset Representations Reviewer or such other requesting party with copies of any documents
reasonably requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent that (i)
such asset representations reviewer or such other requesting party has not been able to obtain such documents from the related
mortgage loan seller or any party to the related Other Pooling and Servicing Agreement, and (ii) such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be.
For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the
Custodian (i) shall have any further obligations with respect to any asset review nor shall any such party be bound by the results
of any asset review, or (ii) shall be obligated to provide such documents if providing such documents, in its reasonable determination,
would be a violation of this Agreement or any related intercreditor agreement.


 


Section
3.32        Horizontal Credit Risk Retention.


 


(a)            Any Successor Third Party Purchaser (if any), prior to its acquisition of the Class HRR Certificates, will be required to enter
into a Credit Risk Retention Agreement with the Retaining Sponsor.


 


(b)            None of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator or the Custodian
shall be obligated to monitor, supervise or enforce the performance of any party under the Credit Risk Retention Agreement.


 


Section
3.33         Resignation Upon Prohibited Credit Risk Retention Affiliation.


 


Upon
the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or
the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become a Credit Risk Retention Affiliate of any Successor Third Party Purchaser (an “Impermissible
TPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice from
any other party to this Agreement, any Successor Third Party Purchaser, any Trust Loan Seller or any Initial Purchaser that the
Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate,
or (iii) an officer or manager of the Operating Advisor that is responsible for performing the duties of the Operating Advisor
obtaining actual knowledge that it is or has become a Credit Risk Retention Affiliate of any Successor Third Party Purchaser or
any other party to this Agreement (an “Impermissible Operating Advisor Affiliate”; and either of an Impermissible
TPP Affiliate or an Impermissible Operating Advisor Affiliate being an “Impermissible Credit Risk Retention Affiliate”),
then in each such case the Impermissible Credit Risk Retention Affiliate shall be


 



    -195-


     


    

 


required to promptly notify the Retaining Sponsor
and the other parties to this Agreement and resign in accordance with Section 6.04, Section 6.11 or Section 8.07,
as applicable. The resigning Impermissible Credit Risk Retention Affiliate will be required to bear all reasonable out-of-pocket
costs and expenses of each other party to this Agreement, the Trust and the Rating Agency in connection with such resignation
as and to the extent required under this Agreement; provided, that if the affiliation causing an Impermissible Credit Risk
Retention Affiliate is the result of any Successor Third Party Purchaser acquiring an interest in such Impermissible Credit Risk
Retention Affiliate or an affiliate of such Impermissible Credit Risk Retention Affiliate, then such costs and expenses will be
an expense of the Trust.


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions. (a)  On each Distribution Date, amounts held in the Lower-Tier Distribution
Account shall be withdrawn (to the extent of the Available Funds, including or reduced by, to the extent required by Section
3.05(f) of this Agreement, the Withheld Amounts and Prepayment Charges) in the case of all Classes of Lower-Tier Regular Interests
(such amount, the “Lower-Tier Distribution Amount”). Each Class of Lower-Tier Regular Interests shall be deemed
to have received interest at its related Pass-Through Rate on its Lower-Tier Principal Balance outstanding immediately prior to
the related Distribution Date in accordance with the next sentence and distributions in respect of principal in an amount equal
to the amount of principal actually distributable to its respective Corresponding Certificates as provided in Section 4.01(b) of this Agreement. Distributions of interest made in respect of any Class of Regular Certificates on each Distribution Date
pursuant to Section 4.01(b) or Section 9.01 of this Agreement shall be deemed to have first been distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary
Statement to this Agreement; provided that the Class LA Interest shall be deemed to have received distributions in respect
of interest in an amount equal to the Interest Distribution Amount and Class Interest Shortfalls in respect of the Class X Certificates,
to the extent actually distributable thereon as provided in Section 4.01(b) of this Agreement.


 


All
distributions of reimbursements of Realized Losses made in respect of any Class of Principal Balance Certificates on each Distribution
Date pursuant to Section 4.01(b) of this Agreement shall be deemed to have first been distributed from the Lower-Tier REMIC
to the Upper-Tier REMIC in a manner such that the Lower-Tier Principal Balance of each of the Class LA, Class LB, Class LC, Class LD
and Class LHRR equals the Certificate Balance of the Corresponding Certificates.


 


The
Certificate Administrator shall be deemed to deposit the Lower-Tier Distribution Amount, Prepayment Charges and Withheld Amounts
distributable to the Lower-Tier Regular Interests pursuant to Section 4.01(b) into the Upper-Tier Distribution Account.
Any amount in respect of the Trust Loan that remains in the Lower-Tier Distribution Account on each Distribution Date after the
deemed distribution described in the preceding sentence shall be distributed to the Holders of the Class LR Certificates
(but only to the extent of such amount for such Distribution Date remaining in the Lower-Tier Distribution Account, if any).


 






    -196-


     


    

 


(b)            On each Distribution Date the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts deposited
in the Upper-Tier Distribution Account in respect of such Distribution Date pursuant Section 4.01(a) of this Agreement,
and distribute such amount to the Holders of the Regular Certificates and the Residual Certificates in the amounts and in the
order of priority set forth below:


 


(i)             First, to the Class A and Class X Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective Interest Distribution Amounts for such Classes;


 


(ii)            Second, to the Class A and Class X Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective Class Interest Shortfalls for such Classes;


 


(iii)           Third, to the Class A Certificates, in reduction of the Certificate Balance thereof, an amount up to the Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of such Class is reduced to zero;


 


(iv)           Fourth, to the Class A Certificates, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal
to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;


 


(v)            Fifth, to the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of such Class;


 


(vi)           Sixth, to the Class B Certificates, in respect of interest, up to an amount equal to the Class Interest Shortfall
for such Class;


 


(vii)          Seventh, to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount up to the Principal
Distribution Amount less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the
Certificate Balance of such Class is reduced to zero;


 


(viii)         Eighth, to the Class B Certificates, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal
to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;


 


(ix)            Ninth, to the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of such Class;


 


(x)             Tenth, to the Class C Certificates, in respect of interest, up to an amount equal to the Class Interest Shortfall
for such Class;


 


(xi)            Eleventh, to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount up to the Principal
Distribution Amount less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the
Certificate Balance of such Class is reduced to zero;


 






    -197-


     


    

 


(xii)          Twelfth, to the Class C Certificates, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal
to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;


 


(xiii)         Thirteenth, to the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of such Class;


 


(xiv)         Fourteenth, to the Class D Certificates, in respect of interest, up to an amount equal to the Class Interest Shortfall
for such Class;


 


(xv)          Fifteenth, to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount up to the Principal
Distribution Amount less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the
Certificate Balance of such Class is reduced to zero;


 


(xvi)         Sixteenth, to the Class D Certificates, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal
to the aggregate of such unreimbursed Realized Losses previously allocated to such Class;


 


(xvii)        Seventeenth, to the Class HRR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of such Class;


 


(xviii)       Eighteenth, to the Class HRR Certificates, in respect of interest, up to an amount equal to the Class Interest Shortfall
for such Class;


 


(xix)          Nineteenth, to the Class HRR Certificates, in reduction of the Certificate Balance thereof, an amount up to the Principal
Distribution Amount less the portion of the Principal Distribution Amount distributed pursuant to all prior clauses, until the
Certificate Balance of such Class is reduced to zero;


 


(xx)           Twentieth, to the Class HRR Certificates, for the unreimbursed amounts of Realized Losses, if any, up to an amount equal
to the aggregate of such unreimbursed Realized Losses previously allocated to such Class; and


 


(xxi)          Twenty-first, when the Certificate Balances of all Classes of Principal Balance Certificates have been reduced to zero
and after payment in full of all unpaid expenses of the Trust, to the Class R, any amounts remaining in the Upper-Tier Distribution
Account, and to the Class LR Certificates, any amounts remaining in the Lower-Tier Distribution Account.


 


All
references to “pro rata” in the preceding clauses with respect to interest and Class Interest Shortfalls shall
mean pro rata based on the amount distributable pursuant to such clauses, with respect to distribution of principal other
than for unreimbursed Realized Losses shall mean pro rata based on Certificate Balance and with respect to distributions
with respect to unreimbursed Realized Losses shall mean pro rata based on the amount of unreimbursed Realized Losses previously
allocated to the applicable Classes.


 






    -198-


     


    

 


(c)            On each Distribution Date, following the distribution from the Lower-Tier Distribution Account in respect of the Lower-Tier Regular
Interests pursuant to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions of any
Prepayment Charges received in the related Collection Period from amounts deposited in the Upper-Tier Distribution Account to
(i) the holders of the Class A, Class B, Class C and Class D Certificates in an amount equal to the product of (a) a fraction,
not greater than one, the numerator of which is the amount of principal distributed to such Class on such Distribution Date and
the denominator of which is the total amount of principal distributed to the holders of the Principal Balance Certificates on
such Distribution Date; (b) the Base Interest Fraction for the related Principal Prepayment and such Class of Certificates; and
(c) such Prepayment Charges, and (ii) any Prepayment Charges remaining after such distributions to the Certificateholders described
in clause (i) will be distributed to the Class X Certificates.


 


All
Prepayment Charges so distributed shall first be deemed to have been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of the related Lower-Tier Regular Interest whether or not the related Lower-Tier Regular Interest has received all
distributions of interest and principal to which it is entitled.


 


On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest collected on the Trust Loan during the related Collection Period and shall distribute
such amounts to the Class S Certificates.


 


(d)            On each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(b),
the Certificate Administrator shall calculate the amount, if any, of Realized Losses. Any allocation of Realized Losses to a Class
of Principal Balance Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized
Losses allocated to a Class of Principal Balance Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation
of losses and other shortfalls experienced by the Trust Fund. Reimbursement of previously allocated Realized Losses will not constitute
distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the applicable
Class or in respect of which any such reimbursement is made.


 


The
Certificate Balances of each Class of Principal Balance Certificates will be reduced without distribution on any Distribution
Date as a write-off to the extent of any Realized Losses allocated to such Class with respect to such Distribution Date. Any Realized
Losses allocated to the Certificates shall be applied to the Classes of Principal Balance Certificates in the following order,
in each case until the Certificate Balance of such Class is reduced to zero: first, to the Class HRR Certificates;
second, to the Class D Certificates; third, to the Class C Certificates; fourth, to the Class B
Certificates; and finally, to the Class A Certificates based upon their respective Certificate Balances. Any amounts recovered
in respect of amounts previously written off as Realized Losses shall be distributed to the Classes of Principal Balance Certificates
described above in reverse order of allocation of Realized Losses thereto in accordance with Section 4.01(b) of this Agreement.
Additional Trust Fund Expenses and shortfalls in Available Funds due to extraordinary expenses of the Trust Fund (including indemnification
expenses), a reduction in the Trust Loan Rate on the Trust Loan by a bankruptcy court pursuant to a plan of


 



    -199-


     


    

 


reorganization or
pursuant to any of its equitable powers, or otherwise, shall be treated as and allocated in the same manner as Realized Losses.


 


With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates to Section 4.01(b) of this Agreement with respect to such Distribution Date shall reduce the Lower-Tier Principal Balances of the Lower-Tier
Regular Interests as a write-off and shall be allocated among the Lower-Tier Regular Interests in the same priority as the Class
of Corresponding Certificates.


 


(e)            All amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor; provided that such Holder shall have provided the Paying Agent with
wire instructions in writing at least five (5) Business Days prior to the related Record Date, or, otherwise, by check mailed
by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Holders of such final distribution.


 


(f)            Except as otherwise provided in Section 9.01 with respect to an Anticipated Final Termination Date, the Certificate Administrator
shall, as soon as reasonably practicable within the month preceding the month in which the final distribution with respect to
any Class of Certificates is expected to be made, mail to each Holder of such Class of Certificates on such date a notice to the
effect that:


 


(A)            
the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of
such Certificates at the office of the Certificate Administrator therein specified, and


 


(B)             
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such
Distribution Date;


 


provided,
however, that the Class R and Class LR Certificates shall remain outstanding until there is no other Class of
Certificates or Lower-Tier Regular Interests outstanding.


 


Any
funds not distributed to any Holder or Holders of such Classes of Certificates on such Distribution Date because of the failure
of such Holder or Holders of Certificates to tender their Certificates shall, on such date, be set aside and held in trust for
the benefit of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant
to this Section 4.01(f) shall not have been surrendered for cancellation within six (6) months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Holders to surrender their
Certificates for cancellation to receive the final


 



    -200-


     


    

 


distribution with respect thereto. If within one (1) year after the second
notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Holder or Holders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Holder(s) shall be paid out of such
funds. If within two (2) years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holder(s) thereof, and the
Certificate Administrator shall thereafter hold such amounts for the benefit of such Holder(s) until the earlier of (i) its
termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and
(ii) subject to the applicable law, the termination of the Trust Fund and distribution of such amounts to the Class R
Certificateholders. No interest shall accrue or be payable to any Holder on any amount held in trust hereunder or by the Certificate
Administrator as a result of such Holder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(f). Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


(g)            Any shortfalls in Available Funds resulting from Excess Prepayment Interest Shortfalls shall be allocated to, and Master Servicer
Prepayment Interest Shortfall Amounts shall be deemed distributed to, the each Class of Certificates as follows: first,
to the Class HRR Certificates, second, to the Class D Certificates, third, to the Class C Certificates, fourth,
to the Class B Certificates, and finally, to the Class A Certificates and the Class X Certificates, pro rata based
on their respective interest entitlements. Master Servicer Prepayment Interest Shortfall Amounts shall be deposited by the Master
Servicer into the Collection Account on or prior to the Servicer Remittance Date.


 


Section
4.02     Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available
to the Holders and Others. (a)  On each Distribution Date, the Certificate Administrator shall make available on
the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit K to this Agreement and based in part on the information set forth in (i) the CREFC® Investor Reporting
Package (CREFC® IRP) prepared by the Master Servicer (other than the CREFC® Special Servicer Loan
File) and the other reports prepared by the Master Servicer and Special Servicer relating to such Distribution Date, including
the CREFC® Special Servicer Loan File, upon which information the Certificate Administrator may conclusively rely,
in accordance with CREFC® guidelines and (ii) the CREFC® Reconciliation of Funds Template prepared
by the Certificate Administrator) as to distributions made on such Distribution Date (each, a “Distribution Date Statement”)
setting forth (with respect to each Class of Certificates) the following information:


 


(i)             the Record Date, Certificate Interest Accrual Period, and Determination Date for such Distribution Date;


 


(ii)            the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates;


 






    -201-


     


    

 


(iii)           the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates allocable
to (A) the Interest Distribution Amount and/or (B) Class Interest Shortfalls;


 


(iv)           the aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the
prior Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for
reimbursements);


 


(v)            the aggregate amount of compensation paid to the Trustee and the Certificate Administrator and servicing compensation paid to
the Master Servicer, the Special Servicer and the Operating Advisor for the related Determination Date, CREFC®
and any other fees or expenses accrued and paid from the Trust Fund;


 


(vi)           the Stated Principal Balance of the Trust Loan or REO Loan outstanding immediately before and immediately after the Distribution
Date;


 


(vii)          the remaining term to maturity and the mortgage rate of the Trust Loan as of the related Determination Date;


 


(viii)         whether the Trust Loan is (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more
or (D) current but is a Specially Serviced Loan or in foreclosure (but not REO Loan);


 


(ix)            the Available Funds for such Distribution Date, and any other cash flows received on the Trust Loan and applied to pay fees and
expenses (including the components of the Available Funds, or such other cash flows);


 


(x)             the amount of the distribution on the Distribution Date to any Class of Certificates allocable to Prepayment Charges;


 


(xi)            the accrued Interest Distribution Amount in respect of each Class of Certificates for such Distribution Date;


 


(xii)           the Pass-Through Rate for each Class of Certificates for the Distribution Date;


 


(xiii)          (A) the Principal Distribution Amount for the Distribution Date and (B) the portion of the Principal Distribution Amount distributed
to each Class of Principal Balance Certificates, for the Distribution Date;


 


(xiv)         the aggregate Certificate Balance or aggregate Notional Amount, as the case may be of each Class of Certificates, before and after
giving effect to the distributions made on such Distribution Date, separately identifying any reduction in the aggregate Certificate
Balance (or, if applicable, the aggregate Notional Amount) of each such Class due to Realized Losses and/or Additional Trust Fund
Expenses;


 






    -202-


     


    

 


(xv)          the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate
Balance, and the denominator of which is the related initial Certificate Balance, for each Class of Certificates, immediately
following the Distribution Date;


 


(xvi)         the amount of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated during the related Collection Period
and the total Appraisal Reduction Amounts and Collateral Deficiency Amounts as of the Distribution Date;


 


(xvii)        a statement as to whether the Trust Loan was modified, extended or waived during the related Collection Period (including a description
of any material modifications, extensions or waivers to Trust Loan terms, fees, penalties or payments during the Collection Period
or that have cumulatively become material over time);


 


(xviii)       the amount of any remaining unpaid Class Interest Shortfalls for each Class of Certificates as of the Distribution Date;


 


(xix)          a statement as to whether the Trust Loan was the subject of a Principal Prepayment (other than Liquidation Proceeds and Insurance
Proceeds) during the related Collection Period and the amount of Principal Prepayment occurring, together with the aggregate amount
of Principal Prepayments made during the related Collection Period;


 


(xx)           a statement as to whether the Trust Loan was defeased during the related Collection Period;


 


(xxi)          the amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement
of Realized Losses;


 


(xxii)         if a repurchase of any portion of the Trust Loan was made by the Trust Loan Sellers or the Trust Loan was otherwise liquidated
or disposed of during the related Collection Period, the amount of proceeds of any repurchase of the Trust Loan, Liquidation Proceeds
and/or other amounts, if any, received thereon during the related Collection Period and the portion thereof included in the Available
Funds for such Distribution Date;


 


(xxiii)        the amount on deposit in the Interest Reserve Account before and after giving effect to the distribution made on such Distribution
Date;


 


(xxiv)        the then-current credit support levels for each Class of Principal Balance Certificates;


 


(xxv)         the original and then-current ratings of each Class of Certificates;


 


(xxvi)        if the Mortgaged Properties become an REO Property during the preceding calendar month, the latest Debt Service Coverage Ratio
and the current Stated Principal Balance;


 






    -203-


     


    

 


(xxvii)       if the Mortgaged Properties became an REO Property during the preceding calendar month, the value of any REO Property included
in the Trust Fund at the close of business on the Determination Date based on the most recent appraisal;


 


(xxviii)      with respect to an REO Property sold or otherwise disposed of during the related Collection Period and for which a Final Recovery
Determination has been made, (A) the Realized Loss attributable to the Trust Loan, (B) the amount of sale proceeds and
other amounts, if any, received in respect of the REO Property during the related Collection Period and the portion thereof included
in the Available Funds for such Distribution Date and (C) the date of the Final Recovery Determination;


 


(xxix)        the amount of the distribution on the Distribution Date to the holders of the Residual Certificates;


 


(xxx)         material breaches of Trust Loan representations and warranties or any covenants of which the Operating Advisor, the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer has received written notice;


 


(xxxi)        the
amount of Realized Losses, Additional Trust Fund Expenses and Class Interest Shortfalls, if any, incurred with respect to the
Trust Loan during the related Collection Period and in the aggregate for all prior Collection Periods (except to the extent
reimbursed or paid);


 


(xxxii)       an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period; and


 


(xxxiii)      the identity of the Controlling Class;


 


(xxxiv)      the identity of the Directing Holder;


 


(xxxv)       the amount of any CREFC® License Fee payable on such Distribution Date; and


 


(xxxvi)      a statement that there is available on the website of the Certificate Administrator information regarding ongoing compliance by
the Retaining Party, the Retaining Sponsor or any Successor Third Party Purchaser with certain specified provisions of the Credit
Risk Retention Rules, which will be posted on the “Risk Retention Special Notices” tab of the Certificate Administrator’s
website.


 


In
the case of information furnished pursuant to sub-clauses (ii), (iii), (iv), (vi), (xi), (xiii),
(xix) and (xxi) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each
applicable Class and per $1,000 of original Certificate Balance or Notional Amount, as the case may be.


 


On
each Distribution Date, the Certificate Administrator shall make available to each Holder of a Class R or Class LR Certificate
a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement setting forth the
amounts, if any, actually distributed with respect to the Class R or Class LR Certificates on such Distribution Date.


 



    -204-


     


    

 



Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided substantially
comparable information pursuant to any requirements of the Code as from time to time in force.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish, upon request, to
each Person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis
(if appropriate) the items provided to Certificateholders pursuant to clauses (i) and (ii) above as to the
applicable Class, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder,
together with such other information as may be required to enable such Certificateholders to prepare their federal income tax
returns. Such information shall include the amount of original issue discount accrued on each Class of Certificates held by Persons
other than Holders exempted from the reporting requirements and information regarding the expenses of the Trust Fund. Such requirement
shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code from
time to time in force.


 


On
each Distribution Date, the Certificate Administrator shall deliver the related Distribution Date Statement to the Depositor in
electronic format at dbinvestor@list.db.com (or to such other address as the Depositor shall specify by written notice to the
Certificate Administrator).


 


(b)         The Certificate Administrator shall make available via the Certificate Administrator’s Website, to any Privileged Person,
the following items, in each case to the extent received by the Certificate Administrator:


 


(i)           the following “deal documents”:


 


(A)            the Offering Circular;


 


(B)            this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator from and after the Closing Date (if any),
the Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)            the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the Certificate Administrator;


 


(ii)           the following “periodic reports”:


 


(A)            the Distribution Date Statements;


 


(B)            the supplemental reports and the CREFC® data files (other than the CREFC® Loan Setup File and the
CREFC® Special Servicer Loan File) identified as such in the definition of “CREFC® Investor
Reporting Package (CREFC® IRP)”, to the extent it has received or prepared such report or file; and


 


(C)            any annual reports provided by the Operating Advisor;


 


(iii)          the following “additional documents”:


 






    -205-


     


    

 


(A)            the summary of any Asset Status Report delivered to the Certificate Administrator in electronic format;


 


(B)             any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(C)             the CREFC® Appraisal Reduction Template;


 


(iv)         the following “special notices”:


 


(A)            all Special Notices;


 


(B)             notice of any waiver, modification or amendment of any term of the Trust Loan;


 


(C)             notice of final payment on the Certificates;


 


(D)            
all notices of the occurrence of any Servicer Termination Events or Operating Advisor Termination Event received by the Certificate
Administrator;


 


(E)             
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee (and appointments
of successors to the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee);


 


(F)             any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related
report prepared by the Operating Advisor in connection with such recommendation;


 


(G)            
any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator supporting the Master Servicer’s,
the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance;


 


(H)            
any notice of the termination of the Trust;


 


(I)               any notice of the termination of a Subordinate Control Period;


 


(J)              any notice of the termination of a Subordinate Consultation Period;


 


(K)            
any notice of the occurrence of or termination of an Operating Advisor Consultation Period;


 


(L)             
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s
Certificates delivered by the Master Servicer, the Special Servicer and the Operating Advisor to the Certificate Administrator
since the Closing Date pursuant to Section 3.28 of this Agreement; and


 






    -206-


     


    

 


(M)           
the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special
Servicer to the Certificate Administrator since the Closing Date pursuant to Section 3.28 of this Agreement;


 


(v)           the Investor Q&A Forum;


 


(vi)          solely to Certificateholders and Beneficial Owners, the Investor Registry


 


(vii)         the following “Risk Retention Special Notices”, if any, and in each case, to the extent such notice is provided by
the Retaining Sponsor:


 


(A)           
the fair value of the Class HRR Certificates as of the Closing Date and the fair value of the “eligible horizontal residual
interest” (as such term is defined in the Credit Risk Retention Rules) that the Retaining Sponsor would have been required
to retain under the Credit Risk Retention Rules;


 


(B)            
any material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating
the fair value or range of fair values disclosed in the Offering Circular under the heading “Credit Risk Retention”
prior to the pricing of the Certificates and (b) the valuation methodology or the key inputs and assumptions that were used in
calculating the fair values referred to in clause (A) above; and


 


(C)            
any noncompliance of the applicable Credit Risk Retention Rules by the Retaining Party, the Retaining Sponsor or any Successor
Third Party Purchaser as and to the extent the Retaining Sponsor is required under the Credit Risk Retention Rules.


 


The
Certificate Administrator may require a receipt of any of the information set forth above to execute a confidentiality agreement
(which may be in the form of a web page “click through”). In addition to posting the applicable notices on the “Risk
Retention Special Notices” tab described above, the Certificate Administrator shall provide e-mail notification to any Privileged
Person (other than Financial Market Publishers) that has registered to receive access to the Certificate Administrator’s
website that a notice has been posted to the “Risk Retention Special Notices” tab.


 


Any
Person (including the Directing Holder, any Controlling Class Certificateholder or any Companion Loan Holder) that is a Borrower
Related Party shall only be entitled to access the Distribution Date Statements, and the following items to the extent that they
are made available to the general public on the Certificate Administrator’s Website: this Agreement, the Trust Loan Purchase
Agreements and any SEC filings.


 


In
the case of the Directing Holder or a Controlling Class Certificateholder that is not a Borrower Related Party, upon delivery
of an investor certification substantially in the form of Exhibit L-1-A hereto, such Directing Holder or Controlling Class
Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each conclusively rely on (i) an
investor certification in the form of Exhibit L-1-A hereto from the


 



    -207-


     


    

 


Directing Holder or a Controlling Class Certificateholder
to the effect that such Person is not a Borrower Related Party and (ii) an investor certification in the form of Exhibit L-1-B hereto from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is a Borrower Related
Party. In the event the Directing Holder or a Controlling Class Certificateholder becomes a Borrower Related Party, such party
shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit L-1-D that such party is a Borrower Related Party. Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Conflicted Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received such notice from the Directing Holder
or a Controlling Class Certificateholder that it has become a Borrower Related Party. None of the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Directing Holder
or Controlling Class Certificateholder or disclosure of Privileged Information if the Master Servicer, the Special Servicer, the
Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the Directing Holder
or a Controlling Class Certificateholder is a Borrower Related Party.


 


To
the extent the Directing Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement to the Certificate
Administrator’s Website as a Privileged Person, such Directing Holder or Controlling Class Certificateholder shall be deemed
to have agreed that it (i) will not directly or indirectly provide any information to the Borrowers or to any Conflicted Controlling
Class Holder or (A) any employees or personnel of such Directing Holder or Controlling Class Certificateholder or any Affiliate
involved in the management of any investment in the Borrowers or the Mortgaged Properties or (B) to its actual knowledge, any
non-Affiliate that holds a direct or indirect ownership interest in the Borrowers, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of such information and assumes
no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by the Certificate Administrator for which it is not the original source. The Certificate Administrator shall not be responsible
for the accuracy or completeness of any information supplied to it by the Master Servicer or, Special Servicer or Operating Advisor
that is included in any reports, statements, materials or information prepared or provided by the Master Servicer or, Special
Servicer or Operating Advisor, as applicable, and the Certificate Administrator shall be entitled to conclusively rely upon the
Master Servicer’s reports and, the Special Servicer’s reports and the Operating Advisor’s reports without any
duty or obligation to recompute, verify or re-evaluate any of the amounts or other information stated therein. In connection with
providing access to the Certificate Administrator’s website, the Certificate Administrator may require registration and
the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. The Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information
only by virtue of its receipt


 



    -208-


     


    

 


 and posting of such information to the Certificate Administrator’s website or its filing of
such information pursuant to this Agreement.


 


The
Certificate Administrator shall have no any liability for access by a Conflicted Controlling Class Holder to the Certificate Administrator’s
Website of any information with respect to which such Conflicted Controlling Class Holder is prohibited from accessing pursuant
to this Agreement if such Conflicted Controlling Class Holder provided an Investor Certification but did not indicate it was a
Borrower Related Party.


 


The
provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding
the Trust Loan at a website maintained by the Master Servicer. In providing access to any information, the Master Servicer shall
be entitled to rely on the certifications delivered to it pursuant to and in accordance with the terms of this Agreement. The
Master Servicer shall not be liable for the dissemination of information in accordance with this Agreement.


 


(c)            The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and Beneficial Owners may (a) submit questions to the Certificate Administrator relating to the Distribution Date Statement,
(b) submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available
pursuant to this Section 4.02(c), the Trust Loan or the Mortgaged Properties and (c) submit questions to the Operating
Advisor relating to the Operating Advisor’s annual report or other reports prepared by the Operating Advisor or actions
by the Special Servicer reference in any Operating Advisor annual report (collectively, “Inquiries”), and (ii) Privileged
Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of
an Inquiry for the Master Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward
the Inquiry to the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in each case within a commercially
reasonable period following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as provided below,
shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or Operating Advisor shall be sent by email to
the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable period following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Investor Q&A Forum. If the Certificate
Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope outlined above, (ii) answering any Inquiry would not be in the best interests
of the Trust, the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender), (iii) answering
any Inquiry would be in violation of applicable law, this Agreement or the Loan Documents, (iv) answering any Inquiry would
or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, (v) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, or (vi) answering any Inquiry is otherwise
for any reason not advisable to answer, it shall not be required to answer such Inquiry, in which case the Certificate Administrator
shall not post the related inquiry. In


 



    -209-


     


    

 


addition, no party shall post or otherwise disclose information known to such party to
be Privileged Information as part of its response to any Inquiry without the prior written consent of the Depositor. The Certificate
Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. The Certificate
Administrator shall not be required to post to the Investor Q&A Forum any Inquiry or answer thereto that the Certificate Administrator
determines, in its sole discretion, is administrative or ministerial in nature. The Special Servicer shall not post or otherwise
disclose direct communications with the Directing Holder as part of its response to any Inquiries; provided that the Certificate
Administrator shall have no obligation to review any inquiry or answer received by it for posting to the Investor Q&A Forum
to determine if such inquiry or answer contains any such direct communication with the Directing Holder, or otherwise to consult
with the party from whom such Inquiry or answer is received to confirm the same, and the Certificate Administrator shall have
no liability in connection with its posting to the Investor Q&A Forum of any Inquiry or answer containing such direct communication.
The Investor Q&A Forum will not reflect questions, answers and other communications between the Certificate Administrator
or any other Person which are not submitted via the Investor Q&A Forum.


 


(d)            The Certificate Administrator shall make available to any Certificateholder, and Beneficial Owner, the Investor Registry. The
“Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website,
where Certificateholders and Beneficial Owners can register and thereafter obtain contact information with respect to any other
Certificateholder or Beneficial Owner that has so registered. Any person registering to use the Investor Registry will be required
to certify that (a) it is a Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate
Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of
such certification to other registered Certificateholders and registered Beneficial Owners. Such Person shall then be asked to
enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional
fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Beneficial Owner notifies the
Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its
registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator
shall not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or
otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(e)            The Master Servicer may, but is not required to, at its sole cost and expense, make any of the reports or files it delivers pursuant
to this Agreement available on the Master Servicer’s Website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, provided that any such Certificateholder or prospective Certificateholder, as the case may
be, has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer. In connection
with providing access to the Master Servicer’s Website, the Master Servicer may require registration and the acceptance
of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to
the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement


 



    -210-


     


    

 


governing the
availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability
or damage that may arise therefrom. The Master Servicer shall not be liable for dissemination of this information in accordance
with this Agreement; provided that such information otherwise meets the requirements set forth herein with respect to the
form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by
such report. Notwithstanding anything herein to the contrary, the Master Servicer may, at its sole cost and expense, make available
by electronic media, bulletin board service or Internet website any reports or other information the Master Servicer is required
or permitted to provide to the Borrowers with respect to the Borrowers’ Whole Loan to the extent such action does not conflict
with the terms of this Agreement, the terms of the Loan Documents or applicable law. If the Master Servicer is required to deliver
any statement, report or other information under any provision of this Agreement, then, the Master Servicer may satisfy such obligation
by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report
or information in a commonly used electronic format, or (z) making such statement, report or information available on the
Master Servicer’s Website, unless this Agreement expressly specifies a particular method of delivery; provided that
all reports required to be delivered to the Certificate Administrator shall be delivered in accordance with clause (x) or (y) or, upon request, clause (z).


 


(f)             The Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide
the Master Servicer with such information in its possession regarding a Specially Serviced Loan or an REO Property as may
be reasonably necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the
Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation
to recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator
has actual knowledge that any report or file received from the Master Servicer contains erroneous information, the Certificate
Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders and allocating Realized
Losses to the Certificates in accordance with Section 4.01 of this Agreement and preparing the statements to Certificateholders
required by Section 4.02(a) of this Agreement.


 


(g)            As soon as reasonably practicable, upon the written request of and at the expense of any Certificateholder, the Certificate Administrator
shall provide the requesting Certificateholder with such information that is in the Certificate Administrator’s possession
or can reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes of satisfying
applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar nor the Certificate
Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a Certificate or any interest therein, nor for the
content or accuracy of any information so furnished which was prepared or delivered to them by another.


 


(h)            The Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two (2) Business
Days prior notice, for review by any Privileged Person upon resubmission of an Investor Certification, originals or copies of
documents


 



    -211-


     


    

 


relating to the Trust Loan and any REO Property to the extent in its possession, including, without limitation, the
following items (except to the extent prohibited by applicable law or under any of the Loan Documents):


 


(i)             any and all notices and reports delivered to the Certificate Administrator with respect to the Mortgaged Properties as to which
the environmental testing contemplated by Section 3.10(g) of this Agreement revealed that neither of the conditions set
forth in clauses (i) and (ii) thereof was satisfied;


 


(ii)            the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been
made available by the Borrower) and/or lease summaries and retail “sales information”, if any, collected by or on
behalf of the Master Servicer or the Special Servicer in respect to the Mortgaged Properties;


 


(iii)           the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Whole Loan entered into by
the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and


 


(iv)           any other information that may be necessary, as determined by the Depositor, to satisfy the requirements of subsection (d)(4)(i)
of Rule 144A under the Securities Act to the extent in the Certificate Administrator’s possession.


 


Copies
of any and all of the foregoing items will be available from the Certificate Administrator upon request. The Certificate Administrator
will be permitted to require payment by the requesting party (other than a Rating Agency) of a sum sufficient to cover the reasonable
costs and expenses of making such information available and providing any copies thereof. The Certificate Administrator’s
obligation under this Section 4.02(h) to make available any document is subject to the Certificate Administrator’s
receipt of such document.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


(i)             The Depositor hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such other
vendor chosen by the Depositor that submits to the Certificate Administrator a certification substantially in the form of Exhibit
L-3 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website,
all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant
to this Section 4.02 to Privileged Persons.


 


(j)             Upon request and delivery by CREFC® of a certification substantially in the form of Exhibit L-4 hereto (which
may be a “click-through” confirmation), the Certificate Administrator shall make available to CREFC®,
with respect to any Distribution Date, the related Distribution Date Statement and CREFC® IRP.


 


Section
4.03     Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement,
the Paying Agent shall comply with all federal withholding requirements with respect to payments to Certificateholders and payees
of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code. The consent of


 



    -212-


     


    

 



Certificateholders or payees shall not be required for any such withholding. If the Paying Agent or its agent withholds any amount
from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding
requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any amount so withheld shall be treated
as having been distributed to such Certificateholder for all purposes of this Agreement.


 


Section
4.01     REMIC Compliance. (a)  The parties intend that the Lower-Tier REMIC and the Upper-Tier
REMIC shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as
to qualify as a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions
at all times any Certificates are outstanding, and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, the Certificate Administrator shall, to the extent permitted by applicable law, act as agent,
and is hereby appointed to act as agent, of each Trust REMIC and shall on behalf of each Trust REMIC:


 


(i)             make or cause to be made an election, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, to be treated as a REMIC
on Form 1066 for its first taxable year, in accordance with the REMIC Provisions;


 


(ii)            prepare and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall sign),
all required Tax Returns for the Lower-Tier REMIC and the Upper-Tier REMIC, using a calendar year as the taxable year for each
of such REMIC as required by the REMIC Provisions and other applicable federal, state or local income tax laws;


 


(iii)           prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local
tax authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions;


 


(iv)           if the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC or is otherwise required by the Code, prepare and file or distribute, or cause to be
prepared and signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions
or the Code or comparable provisions of state and local law;


 


(v)            within 30 days of the Closing Date, obtain a taxpayer identification number for each of the Lower-Tier REMIC and the Upper-Tier
REMIC on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only), furnish or cause to be furnished to the IRS, on Form 8811
or as otherwise may be required by the Code, the name, title and address of the person that the Certificateholders may contact
for tax information relating thereto (and the Certificate Administrator shall act as the representative of the Upper-Tier REMIC
for this purpose), together with such additional information as may be required by such Form, and shall update such information
at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date
to provide any


 



    -213-


     


    

 


information reasonably requested by the Master Servicer, the Special Servicer or the Certificate Administrator
and necessary to make such filing); and


 


(vi)           maintain such records relating to the Lower-Tier REMIC and the Upper-Tier REMIC as may be necessary to prepare the foregoing returns,
schedules, statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on
an accrual basis.


 


The
Certificate Administrator shall be designated as the “partnership representative” within the meaning of Section 6223
of the Code, of the Upper-Tier REMIC and the Lower-Tier REMIC. Each Holder of a Percentage Interest in the Class R or Class LR
Certificates, by acceptance thereof, is deemed to have consented to the Certificate Administrator’s designation in such
capacities and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred by the Certificate
Administrator in connection therewith.


 


The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
any Holder of a Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting
to take such action, the Certificate Administrator has actual knowledge that such action or omission (as the case may be) would
cause the termination of the REMIC status of the Lower-Tier REMIC or the Upper-Tier REMIC, the status of the Grantor Trust as
a grantor trust or the imposition of tax on the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust (other than a tax
on income expressly permitted to be received by the terms of this Agreement). Notwithstanding any provision of this paragraph
to the contrary, the Certificate Administrator shall not be required to take any action that the Certificate Administrator in
good faith believes to be inconsistent with any other provision of this Agreement, nor shall the Certificate Administrator be
deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this Agreement,
and the Certificate Administrator shall have no responsibility or liability with respect to any act or omission of the Depositor,
the Trustee, the Master Servicer or the Special Servicer which does not enable the Certificate Administrator to comply with any
of clauses (i) through (vi) of the first paragraph of this Section 4.04(a) or which results in any action
contemplated by clauses (i) or (ii) of the next succeeding sentence. In this regard the Certificate Administrator
shall (i) exercise reasonable care not to allow the occurrence of any “prohibited transactions” within the meaning
of Section 860F(a) of the Code, unless the party seeking such action shall have delivered to the Certificate Administrator
an Opinion of Counsel (at such party’s expense) that such occurrence would not (A) result in a taxable gain, (B) otherwise
subject the Lower-Tier REMIC or the Upper-Tier REMIC to tax (other than a tax at the highest marginal corporate tax rate on net
income from foreclosure property), or (c) cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC;
and (ii) exercise reasonable care not to allow the Trust Fund to receive any contributions, or any income from the


 



    -214-


     


    

 


performance
of services or from assets not permitted under the REMIC Provisions to be held by a REMIC (provided, however, that
the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this
clause). None of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Depositor shall be (i) permitted
to take any action that the Certificate Administrator would not be permitted to take pursuant to the preceding two sentences or
(ii) responsible or liable (except in connection with taking any act or omission referred to in the two preceding sentences
or the following sentence) for any failure by the Certificate Administrator to comply with the provisions of this Section 4.04.
The Depositor, the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer shall cooperate in a timely manner
with the Certificate Administrator in supplying any information within the Depositor’s, the Trustee’s, the Master
Servicer’s or the Special Servicer’s or the Operating Advisor’s control (other than any confidential information)
that is reasonably necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.


 


(b)            The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Principal Balance Certificates: (i) the Trust
Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due
Dates, provided that the Trust Loan will prepay in accordance with the Prepayment Assumption; (ii) none of the Master
Servicer, the Special Servicer or the Certificateholder owning a majority of the Percentage Interest in the Class R and Class
LR Certificates will exercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust
Fund; and (iii) no Trust Loan is repurchased by the Trust Loan Sellers pursuant to Article II hereof.


 


Section
4.02        Imposition of Tax on the Trust Fund. In the event that any tax, including
interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Lower-Tier REMIC, the Upper-Tier
REMIC or the Grantor Trust, such tax shall be charged against amounts otherwise distributable to the Holders of the Certificates;
provided that any taxes imposed on any net income from foreclosure property pursuant to Section 860G(d) of the Code
or any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related REO Property
in determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time
to time shall withdraw from amounts in the REO Account allocable to the Trust Loan and transfer to the Certificate Administrator
amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, which the Certificate Administrator
shall maintain in a separate, non-interest-bearing account, and the Certificate Administrator shall send to the Special Servicer
for deposit in the REO Account the excess determined by the Certificate Administrator from time to time of the amount in such
account over the amount necessary to pay such taxes) and shall be paid therefrom; provided that any such tax imposed on
net income from foreclosure property that exceeds the amount in any such reserve shall be retained from Available Funds as provided
in Section 3.06(a)(xii) of this Agreement, and the next sentence. Except as provided in the preceding sentence, the Certificate
Administrator is hereby authorized to and shall retain or cause to be retained from Available Funds sufficient funds to pay or
provide for the payment of, and to actually pay, such tax as is legally owed by the applicable Trust REMIC (but such authorization
shall not prevent the Trustee from contesting, at the expense of the Trust Fund, on a pro rata basis between the Trust
Loan and the Companion Loan) any such tax in appropriate proceedings, and withholding payment of such tax,


 



    -215-


     


    

 


if permitted by law,
pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate or cause to
be segregated, into a separate non-interest bearing account, (i) the net income allocable to the Trust Loan from any “prohibited
transaction” under Section 860F(a) of the Code or (ii) the amount of any contribution to the Lower-Tier REMIC
or the Upper-Tier REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income
or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the Collection Account, the Lower-Tier
Distribution Account or the Upper-Tier Distribution Account, as the case may be). To the extent that any such tax is paid to the
IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of
the Class R or the Class LR Certificates, as the case may be, and shall distribute such retained amounts to the Holders
of Principal Balance Certificates and the Trustee as Holder of the Lower-Tier Regular Interests, until they are fully reimbursed
and then to the Holders of the Class R Certificates or the Class LR Certificates, as applicable. Neither the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, nor the Trustee shall be responsible for
any taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such tax is attributable to a breach of
a representation or warranty or the negligence or willful misconduct of the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee in contravention of this Agreement, provided, further, that such breach,
act or omission could result in liability under Section 6.03 of this Agreement, in the case of the Master Servicer, Section
6.03 of this Agreement, in the case of the Operating Advisor, Section 4.04 of this Agreement, in the case of the Trustee
or Section 4.04 of this Agreement, in the case of the Certificate Administrator in accordance with the standard of liability
set forth in those sections. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer,
the Special Servicer or the Operating Advisor shall not be responsible for the Trustee’s or the Certificate Administrator’s
breaches, acts or omissions, the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer and the Certificate Administrator shall not be responsible
for the breaches, acts or omissions of the Trustee, the Operating Advisor, the Master Servicer or the Special Servicers and the
Operating Advisor shall not be responsible for the breaches, acts or omissions of the Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator.


 


The
Certificate Administrator shall be responsible for obtaining a tax identification number for any REMIC specified herein, and shall
be responsible 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 contained therein, and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate
Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


Section
4.03     Remittances. On the Servicer Remittance Date immediately preceding each Distribution Date,
the Master Servicer shall remit to (a) the Certificate Administrator for deposit in the Lower-Tier Distribution Account, an amount
equal to the Available Funds for such Distribution Date and (b) CREFC® the CREFC® License Fee.


 


Section
4.04        P&I Advances and Administrative Advances. (a)  On or before
3:00 p.m. (New York City Time) on each Servicer Remittance Date, the Master Servicer shall


 



    -216-


     


    

 


 either (i) remit to the Certificate
Administrator for deposit into the Lower-Tier Distribution Account from its own funds an amount equal to the aggregate amount
of P&I Advances, if any, to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection
Account for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I
Advances; provided, that such amounts in the Collection Account shall only be applied up to the Trust Loan’s pro rata
share of the amounts held therein on such dates (unless such P&I Advance has been determined to be nonrecoverable, in
which such amounts shall be applied pursuant to the Co-Lender Agreement) or (iii) make P&I Advances in the form of any
combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer, except
that the portion of such P&I Advance equal to the CREFC® License Fee shall not be remitted to the Certificate
Administrator but shall instead be remitted to CREFC®. Any amounts held in the Collection Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the
Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Determination Date (to the
extent not previously replaced through either (x) the deposit of Late Collections of the delinquent principal and/or interest
in respect of which such P&I Advances were made or (y) the deposit of Monthly Payments collected prior to the expiration
of any applicable grace period that ends after the P&I Advance Determination Date in respect of which such P&I Advances
were made). The Master Servicer shall notify the Trustee and the Certificate Administrator of (i) the aggregate amount of
P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution
Date, on or before the P&I Advance Determination Date. If the Master Servicer fails to make a required P&I Advance by
3:00 p.m. (New York City time) on any Servicer Remittance Date, then the Trustee shall make such P&I Advance pursuant
to Section 7.06 of this Agreement by 12:00 noon (New York City time) on the related Distribution Date, in each case
unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee) by 11:00 a.m.
(New York City time) on such Distribution Date or the Trustee determines that such P&I Advance, if made, would be a Nonrecoverable
Advance. If the Master Servicer or the Trustee makes a P&I Advance with respect to the Trust Loan, then it shall provide written
notice to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such P&I Advance within two
(2) Business Days of making such P&I Advance.


 


(b)            Subject to Section 4.07(d) and 4.07(e) below, the aggregate amount of P&I Advances to be made by the Master
Servicer with respect to any Distribution Date shall equal the aggregate of: (i) the Monthly Payment (net of related Servicing
Fees) other than the Balloon Payment that was due during the related Collection Period and delinquent (or unpaid, pending the
expiration of any applicable grace period with respect to the Trust Loan having a grace period extending past the P&I Advance
Determination Date) as of the close of business on the P&I Advance Determination Date (or not advanced by the Master Servicer
or any Sub-Servicer on behalf of the Master Servicer) with respect to the Trust Loan and (ii) with respect to the Balloon
Payment that was due during or prior to the related Collection Period and was delinquent (including any applicable grace period)
as of the end of the related Collection Period (including any REO Loan as to which the Balloon Payment would have been past due),
an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the
Master Servicer or the Trustee, as applicable, to make such P&I Advances with respect to the Trust Loan (or REO Loan) is mandatory,
and with respect to the Trust Loan or REO Loan, shall continue until the Distribution Date on which Liquidation Proceeds or REO
Proceeds, if any, are to be


 



    -217-


     


    

 


distributed. The Monthly Payment or Assumed Scheduled Payment shall be reduced, for purposes of P&I
Advances, by any modifications pursuant to Section 3.26 of this Agreement or otherwise and by any reductions by a bankruptcy
court pursuant to a plan of reorganization or pursuant to any of its equitable powers.


 


(c)            Subject to Section 4.07(d) and 4.07(e) below, the Master Servicer shall also make advances (“Administrative
Advances”) with respect to the Trust Loan to pay Special Servicing Fees, Workout Fees, Liquidation Fees, Advance Interest
Amounts and other out-of-pocket costs and expenses incurred by the Trust or by the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Custodian or the Trustee in connection with the servicing and administration
of the Whole Loan allocable to the Trust Loan not otherwise covered by a Property Advance, including in connection with any workout
of the Trust Loan or enforcement of the terms of the Loan Documents, in each case, to the extent the Borrowers (1) are obligated
to reimburse the Trust for such amounts pursuant to the Loan Documents and (2) do not pay such amounts on or prior to the time
when the party is entitled to payment or reimbursement of such amounts from the Collection Account or the Distribution Account
in accordance with terms of this Agreement. The Master Servicer shall deposit Administrative Advances into the Collection Account
within the same time frame required for P&I Advances as provided in Section 4.07(a). The Master Servicer shall notify
the Trustee and the Certificate Administrator of (i) the aggregate amount of Administrative Advances for a Distribution Date and
(ii) the amount of any Nonrecoverable Administrative Advances for such Distribution Date, on or before the P&I Advance Determination
Date. If the Master Servicer fails to make a required Administrative Advance by 3:00 p.m. (New York City time) on any Servicer
Remittance Date, then the Trustee shall make such Administrative Advance pursuant to Section 7.06 of this Agreement by
12:00 noon (New York City time) on the related Distribution Date, in each case unless the Master Servicer shall have cured such
failure (and provided written notice of such cure to the Trustee) by 11:00 a.m. (New York City time) on such Distribution Date
or the Trustee determines that such Administrative Advance, if made, would be a Nonrecoverable Advance.


 


(d)            Notwithstanding anything herein to the contrary, no P&I Advance or Administrative Advance shall be required hereunder if the
Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such P&I Advance or Administrative Advance
(together with interest on such P&I Advance or Administrative Advance, as applicable at the Advance Rate) would, if made,
constitute a Nonrecoverable Advance. In addition, the Master Servicer shall not make any P&I Advance or Administrative Advance
to the extent that it has received written notice that the Special Servicer has determined that such P&I Advance or Administrative
Advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Administrative Advance. In making such nonrecoverability
determination, the Master Servicer, the Special Servicer and Trustee shall be entitled (i) to give due regard to the existence
of any Nonrecoverable Advance with respect to the Trust Loan, the recovery of which, at the time of such consideration, is being
deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the Trust Loan
are a source of recovery not only for the Advance under consideration, but also as a potential source of recovery of such Nonrecoverable
Advance which is being or may be deferred or delayed, (ii) to consider (among other things) the obligations of the Borrowers under
the terms of the Whole Loan as it may have been modified, (iii) to consider (among other things) the Mortgaged Properties in their
“as-is” or then-current conditions and occupancy, as modified by such party’s assumptions (consistent with


 



    -218-


     


    

 


the
Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the possibility and effects of future
adverse changes with respect to the Mortgaged Properties, (iv) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer) (among other things) future expenses and (v) to estimate and consider
(among other things) the timing of recoveries.


 


If
an Appraisal of any Mortgaged Property shall not have been obtained within the prior 9-month period (and the Master Servicer and
the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence)
or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good
faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master
Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal,
the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination
that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the
expense of the Trust Fund.


 


Any
such determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable,
has made a Nonrecoverable Advance or that any proposed P&I Advance or Administrative Advance, if made, would constitute a
Nonrecoverable Advance shall be evidenced, in the case of the Master Servicer or the Special Servicer, by a certificate of a Servicing
Officer delivered to the other and to the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor (if such
determination was made during an Operating Advisor Consultation Period) and the Directing Holder (if such determination was made
during a Subordinate Control Period or a Subordinate Consultation Period) and, in the case of the Trustee, by a certificate of
a Responsible Officer of the Trustee, delivered to the Depositor, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor (if such determination was made during an Operating Advisor Consultation Period) and the Directing
Holder (if such determination was made during a Subordinate Control Period or a Subordinate Consultation Period), in each case
sets forth such nonrecoverability determination and the considerations of the Master Servicer, Special Servicer or the Trustee,
as applicable, forming the basis of such determination (such certificate to be accompanied by, to the extent available, income
and expense statements, rent rolls, occupancy status, property inspections and other information used by the Master Servicer,
Special Servicer or the Trustee, as applicable, to make such determination, together with any existing Appraisal or any Updated
Appraisal); provided that the Special Servicer may, at its option, make a determination in accordance with the Servicing
Standard, that any Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer,
Special Servicer, the Certificate Administrator, the Trustee, the 17g-5 Information Provider (which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) notice of such determination,
together with a certificate of a Servicing Officer and the supporting information described above. Any such determination shall
be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.


 


Any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that a P&I Advance or Administrative Advance


 



    -219-


     


    

 


 is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the
case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Trust Fund, any analysis, Appraisals or
market value estimates or other information for such purposes. Absent bad faith, any such determination as to the recoverability
of any P&I Advance or Administrative Advance shall be conclusive and binding on the Certificateholders.


 


Notwithstanding
the above, (i) the Trustee shall be entitled to rely conclusively on, and shall be bound by, any determination by the Master
Servicer or the Special Servicer, as applicable, that an Advance, if made, would be a Nonrecoverable Advance, if such determination
is received prior to the applicable Advance, and (ii) the Master Servicer will be entitled to rely conclusively on, and shall
be bound by, any determination of the Special Servicer that an Advance, if made, would be a Nonrecoverable Advance, if such determination
is received prior to the applicable Advance. The Trustee, in determining whether or not an Advance previously made is, or a proposed
Advance, if made, would be, a Nonrecoverable Advance shall be subject to a good faith business judgment standard. The Special
Servicer shall promptly furnish the Master Servicer and the Trustee with any information in its possession regarding a Specially
Serviced Loan or an REO Property as each such party may reasonably request for purposes of making recoverability determinations.


 


(e)            In connection with the recovery of any Advance out of the Collection Account pursuant to Section 3.06 of this Agreement,
the Master Servicer shall be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect
to the Trust Loan or REO Property) out of any amounts then on deposit in the Collection Account interest at the Advance Rate in
effect from time to time, accrued on the amount of such Advance from the date made with respect to the Trust Loan. The Master
Servicer shall reimburse itself or the Trustee, as the case may be, for any outstanding Advance as soon as practicably possible
after funds available for such purpose are deposited in the Collection Account with respect to the Trust Loan.


 


Notwithstanding
anything to the contrary contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee
shall make an advance for Prepayment Charges, Penalty Charges, Excess Interest or any cure payments and (ii) the interest
portion of any P&I Advance with respect to the Trust Loan as to which there has been an Appraisal Reduction Amount will be
an amount equal to the product of (x) the amount required to be advanced without giving effect to the Appraisal Reduction
Amount and (y) a fraction, the numerator of which is the Stated Principal Balance of the Trust Loan (as of the immediately
preceding Determination Date) less any Appraisal Reduction Amount applicable to the Trust Loan and the denominator of which is
the Stated Principal Balance of the Trust Loan (as of such immediately preceding Determination Date). All P&I Advances for
the Trust Loan that has been modified shall be calculated on the basis of their terms as modified. For the avoidance of doubt,
the Master Servicer shall have no obligation to make a principal and interest advance or an administrative advance with respect
to the Companion Loan.


 


The
portion of any Insurance Proceeds, Net Liquidation Proceeds and Net Condemnation Proceeds in respect of the Trust Loan or any
REO Loan allocable to principal shall equal the total amount of such proceeds minus (i) any portion thereof payable to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee pursuant to this Agreement
and (ii) a portion thereof equal to the interest component of the


 



    -220-


     


    

 


Monthly Payment(s), as accrued at the Mortgage Rate from
the date as to which interest was last paid by the Borrowers up to but not including the Due Date in the Collection Period in
which such proceeds are received; provided, however, that in the event that the interest portion(s) of one or more
P&I Advances with respect of the Trust Loan or REO Loan, as applicable, were reduced as a result of an Appraisal Reduction
Event, the amount of the Net Liquidation Proceeds and Net Condemnation Proceeds to be applied to interest shall be reduced by
the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds and Net Condemnation Proceeds to be applied
to principal shall be increased by such amount, and if the amount of the Net Liquidation Proceeds and Net Condemnation Proceeds
to be applied to principal has been applied to pay the principal of the Trust Loan or REO Loan in full, any remaining Net Liquidation
Proceeds and Net Condemnation Proceeds shall then be applied to pay any remaining accrued and unpaid interest of the Trust Loan
or REO Loan.


 


(f)             The Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances or Administrative
Advances it makes to the extent permitted pursuant to Section 3.06 of this Agreement together with any related Advance
Interest Amount in respect of such P&I Advances or Administrative Advances to the extent permitted pursuant to Section
3.06 of this Agreement and the Master Servicer and the Special Servicer each hereby covenants and agrees to promptly seek
and effect the reimbursement of such Advances from the Borrowers to the extent permitted by applicable law and the Trust Loan
and this Agreement.


 


(g)            The Master Servicer will be permitted to make its determination that it has made a P&I Advance on the Trust Loan that is a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance
with respect to such Trust Loan in accordance with Section 4.07(a) independently of any determination made in respect of
the Companion Loan, by the master servicer under the related Other Pooling and Servicing Agreement. If the Master Servicer or
Trustee, as applicable, determines that a proposed P&I Advance with respect to the Trust Loan, if made, or any outstanding
P&I Advance with respect to any such Trust Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance
or if the Master Servicer or Trustee, as applicable, subsequently determines that a proposed Property Advance would be a Nonrecoverable
Advance or an outstanding Property Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable,
shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing
Agreement with written notice of such determination, promptly and in any event within two (2) Business Days after such determination
or such longer time period permitted by the applicable Co-Lender Agreement. If the Master Servicer receives written notice from
any master servicer under any such Other Pooling and Servicing Agreement that such master servicer has determined, with respect
to the related Companion Loan, that any proposed advance of principal and/or interest with respect to the Companion Loan would
be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination
shall not be binding on the Certificateholders, the Master Servicer or the Trustee.


 


If
the Master Servicer or Special Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer
or a special servicer, as applicable, for commercial mortgage securitizations, the Master Servicer or Special Servicer, as applicable,
shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer with respect
to each commercial mortgage securitization that holds the Companion Loan, if any.


 



    -221-


     


    

 


 


Section 4.05            Appraisal Reductions; Collateral Deficiency Amounts. (a) For purposes of determining (i) the Controlling Class, (ii) whether a Subordinate Control Period, Subordinate Consultation Period or an Operating Advisor Consultation Period is then in effect, or (iii) Voting Rights of the related Classes for certain purposes, including replacement of the Special Servicer and the Operating Advisor, any Appraisal Reduction Amounts (other than Assumed Appraisal Reduction Amounts) and Collateral Deficiency Amounts allocated to the Trust Loan shall be allocated to each Class of Principal Balance Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class HRR Certificates, second, to the Class D Certificates, third, to the Class C Certificates, fourth, to the Class B Certificates and fifth, to the Class A Certificates). For the avoidance of doubt, Appraisal Reduction Amounts and Collateral Deficiency Amounts shall not be allocated concurrently to the Principal Balance Certificates.

 

Following the application of any Appraisal Reduction Amounts, the Certificate Administrator shall determine whether a Subordinate Control Period, a Subordinate Consultation Period and/or an Operating Advisor Consultation Period is then in effect, and shall promptly notify the Master Servicer, the Special Servicer and the Operating Advisor of such determination and shall post such determination to the Certificate Administrator’s Website.

 

(b)          If the Certificate Balance of the Class HRR Certificates (taking into account the application of any Appraisal Reduction Amounts allocated to the Trust Loan to notionally reduce the Certificate Balance of such Class) has been reduced to less than 25% of its respective initial Certificate Balance, such Class shall be referred to as an “Appraised-Out Class”. The holders of the majority (by Certificate Balance) of the Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order a second appraisal of the Mortgaged Properties (such holders, the “Requesting Holders”), and the Special Servicer shall use its commercially reasonable efforts to obtain an appraisal from an MAI appraiser reasonably acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’ written request. Any Appraised-Out Class for which the Requesting Holders are challenging the Appraisal Reduction Amount determination shall not be permitted to exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling Class shall be exercised by the next most senior Class that is eligible to be a Controlling Class, if any, during such period.

 

In addition, the Requesting Holders of any Appraised Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional appraisal of the Mortgaged Properties following an Appraisal Reduction Event if an event has occurred at, or with regard to, any Mortgaged Property that would have a material effect on its appraised value, and the Special Servicer shall use reasonable efforts to obtain an appraisal from an MAI appraiser reasonably acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’ written request; provided that the Special Servicer shall not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at, or with regard to, the Mortgaged Properties have occurred that would have a material effect on the appraised value of the Mortgaged Properties. The right of the holders of an Appraised Out Class to require the Special Servicer to order an additional appraisal as described in this paragraph shall be limited to no more frequently than once in any 9 month period.

 




-222-



 



 

Upon receipt of such additional appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall direct the Master Servicer to recalculate such Appraisal Reduction Amount based upon such second appraisal. If required by any such recalculation, the applicable Appraised-Out Class shall be reinstated as the Controlling Class and each Appraised-Out Class shall have its Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount based on such second appraisal. If required by any such recalculation, the Appraised-Out Class will be reinstated as a Controlling Class.

 

As of the first Determination Date following the Whole Loan becoming an AB Modified Loan, the Master Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to the Whole Loan, and all other information relevant to a Collateral Deficiency Amount determination. The Special Servicer, upon reasonable prior written request, shall provide the Master Servicer with information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. None of the Special Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.

 

Appraisals that are permitted to be obtained at the request of the holders of the Appraised-Out Class shall be in addition to any appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard (or otherwise pursuant to this Agreement) or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any appraisal requests made by any Requesting Holder.

 

For the avoidance of doubt, for purposes of determining whether the Class HRR Certificates is the Controlling Class or whether a Subordinate Control Period or a Subordinate Consultation Period is then in effect, the Controlling Class Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, in accordance with this Section 4.08(a). The appraised value of the Mortgaged Properties shall be determined on an “as is” basis.

 

The Master Servicer shall promptly notify the Certificate Administrator of the amount of any Appraisal Reduction Amount allocated to the Whole Loan (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.13 hereof) and the amount of any Collateral Deficiency Amount allocated to the AB Modified Loan (which notification shall be made by delivery of such information included in the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Template or such report mutually agreed to between the Master Servicer and the Certificate Administrator, which shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.13 hereof). Based on information in its possession, the Certificate Administrator shall determine from time to time whether the Class HRR is the Controlling Class. In connection with the Certificate Administrator’s determination of whether the Class HRR is the Controlling Class, the Certificate Administrator shall determine whether a Subordinate Control Period or Subordinate Consultation Period (or neither) is then in effect. Promptly upon its determination that the Class HRR is no

 




-223-



 



 

longer the Controlling Class, the Certificate Administrator shall notify the Master Servicer and the Special Servicer.

 

Section 4.06     Grantor Trust Reporting. (a) The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.

 

(b)          The parties intend that the Grantor Trust be treated as a “grantor trust” under the Code, and the provisions thereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator shall not intentionally or knowingly vary the assets of the Grantor Trust so as to take advantage of market fluctuations so as to improve the rate of return of the Regular Certificates. The Certificate Administrator shall file or cause to be filed with the IRS Form SS-4, Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders of the applicable Certificates their allocable share of income and expense, as such amounts are received or accrue, as applicable.

 

(c)          As of the Closing Date no Class S Certificate is held through a “middleman” as defined by the WHFIT Regulations. If the Certificate Administrator receives notice that the Class S Certificates are held through a “middleman” as defined by the WHFIT Regulations, then the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that the Depository is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen” as defined by the WHFIT Regulations that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this paragraph is incorrect.

 

(d)          The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information with respect to the Grantor Trust to the Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.

 

(e)           The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder of a Class S Certificate, by acceptance of its interest in such Class of securities, shall be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class S Certificate, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.

 




-224-



 



 

To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to make available the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published shall represent the Rule 144A CUSIPs. The Certificate Administrator will not make available any associated Regulation S CUSIPs. Absent the receipt of a CUSIP, the Trustee shall use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

 

ARTICLE V

THE CERTIFICATES

 

Section 5.01          The Certificates. (a) The Certificates consist of the Class A Certificates, the Class X Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class HRR Certificates, the Class S Certificates, the Class R Certificates and the Class LR Certificates.

 

The Class A, Class X,
Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates will be substantially in the forms of Exhibits
A-1 through A-9 to this Agreement, as set forth in the Table of Exhibits to this Agreement. The Certificates of each
Class (other than the Class S, Class LR and Class R Certificates) will be issuable in registered form only, in minimum denominations
of authorized Certificate Balance or Notional Amount, as applicable, as described in the succeeding table, and multiples of $l
in excess thereof (or such lesser amount if the Certificate Balance is not a multiple of $1). With respect to any Certificate
or any beneficial interest in a Certificate, the “Denomination” thereof shall be (i) the amount (A) set forth on the
face thereof or (B) in the case of any Global Certificate, set forth on a schedule attached thereto or, in the case of any beneficial
interest in a Global Certificate, the amount set forth on the books and records of the related Depository Participant or indirect
participating brokerage firm, as applicable, (ii) expressed in terms of Certificate Balance or Notional Amount, as applicable,
and (iii) be in an authorized denomination, as set forth below. 

	Class
                                         

	 

	Minimum
Denomination

	 

	Aggregate
                                         Denomination of
all Certificates of Class


	A

	 

	$100,000

	 

	 

	$200,690,000

	 


	X

	 

	$1,000,000

	 

	 

	$200,690,000

	 


	B

	 

	$100,000

	 

	 

	$57,945,000

	 


	C

	 

	$100,000

	 

	 

	$258,191,000

	 


	D

	 

	$100,000

	 

	 

	$138,174,000

	 


	HRR

	 

	$100,000

	 

	 

	$41,000,000

	 




Each Certificate will share ratably in all rights of the related Class. The Class S, Class R and Class LR Certificates will each be issuable in one or more registered, definitive physical certificates in minimum denominations of 5% Percentage Interests and integral multiples of a 1% Percentage Interest in excess thereof and together aggregating the entire 100% Percentage Interest in each such Class.

 




-225-



 



 

The Global Certificates shall be issued as one or more certificates registered in the name of a nominee designated by the Depository, and Beneficial Owners shall hold interests in the Global Certificates through the book-entry facilities of the Depository in the minimum Denominations and aggregate Denominations and Classes as set forth above.

 

The Global Certificates shall in all respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated and delivered hereunder.

 

(b)        Except insofar as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent and the Trustee may for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Global Certificates for the purposes of exercising the rights of Certificateholders hereunder; provided, however, that for purposes of transmitting communications pursuant to Section 5.05(a) of this Agreement, to the extent that the Depository has provided the Certificate Administrator with the names of Beneficial Owners (even if such Certificateholders hold their Certificates through the Depository) the Certificate Administrator shall provide such information to such Beneficial Owners directly. The rights of Beneficial Owners with respect to Global Certificates shall be limited to those established by law and agreements between such Certificateholders and the Depository and Depository Participants. Except as set forth in Section 5.01(e) below, Beneficial Owners of Global Certificates shall not be entitled to physical certificates for the Global Certificates as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. Subject to the restrictions on transfer set forth in this Section 5.01 of this Agreement and Applicable Procedures, the holder of a beneficial interest in a Global Certificate may request that the Certificate Administrator cause the Depository (or any Agent Member) to notify the Certificate Registrar and the Certificate Custodian in writing of a request for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates. Upon receipt of such a request and payment by the related Beneficial Owner of any attendant expenses, the Certificate Administrator shall cause the issuance and delivery of such Individual Certificates. The Depositor may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and give notice to the Depository of such record date. Without the written consent of the Certificate Registrar, no Global Certificate may be transferred by the Depository except to a successor Depository that agrees to hold the Global Certificates for the account of the Beneficial Owners.

 

(c)           Any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage.

 

(d)          The Global Certificates (i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect:

 




-226-



 



 

“Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein”. 

The Global Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.

 

(e)           If (i) the Depository advises the Certificate Administrator in writing that the Depository is no longer willing, qualified or able properly to discharge its responsibilities as Depository, and the Depositor is unable to locate a qualified successor or (ii) the Depositor, at its sole option, elects in writing to the Certificate Administrator and to the Depository to terminate the book-entry system through the Depository with respect to all or any portion of any Class of Certificates, the Certificate Administrator shall notify the affected Beneficial Owner or Owners through the Depository of the occurrence of such event and the availability of Individual Certificates to such Beneficial Owners requesting them. Upon surrender to the Certificate Administrator of Global Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Administrator shall issue the Individual Certificates. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Master Servicer, the Special Servicer or the Depositor shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance of Individual Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Master Servicer and the Special Servicer shall recognize the Holders of Individual Certificates as Certificateholders hereunder.

 

(f)           If the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have instituted or have been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer have been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer to obtain possession of the Certificates, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer may in their sole discretion determine that the Certificates represented by the Global Certificates shall no longer be represented by such Global Certificates. In such event, the Certificate Administrator or the Authenticating Agent will execute and authenticate and the Certificate Registrar will deliver, in exchange for such Global Certificates, Individual Certificates (and if the Certificate Administrator or the Certificate Custodian has in its possession Individual Certificates previously executed, the Authenticating Agent will authenticate and the Certificate

 




-227-



 



 

Registrar will deliver such Certificates) in a Denomination equal to the aggregate Denomination of such Global Certificates.

 

(g)         Each Certificate may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed and authenticated by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor. All Certificates shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating Agent by an authorized officer or signatory. Certificates bearing the signature of an individual who was at any time the proper officer or signatory of the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating Agent, notwithstanding that such individual has ceased to hold such office or position prior to the delivery of such Certificates or did not hold such office or position at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication in the form set forth in Exhibits A-1 through A-9 executed by the Authenticating Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

 

(h)          If, in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated distribution to the Depository based on the expected receipt of any monthly payment based on information set forth in any report of the Master Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be paid on the last two (2) Business Days preceding such Distribution Date, and the Borrowers fail to make such payments at such time, and the Master Servicer revises its final report and as a result the Certificate Administrator revises its report to the Depository after the Depository deadline, the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make the revised distribution on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer shall not be liable or held responsible for any resulting delay (or claims by DTC resulting therefrom) in the making of such distribution to Certificateholders. Any out-of-pocket costs incurred by the Certificate Administrator as a consequence of the Borrowers failing to make such payments shall be reimbursable to the Certificate Administrator as an expense of the Trust Fund. Any such reimbursement shall be an expense of the Trust Fund.

 

Section 5.02          Registration, Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at its offices books (the “Certificate Register”) for the registration, transfer and exchange of Certificates (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). The Depositor, the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, that in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual Participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole

 




-228-



 



 

owner and Holder thereof for all purposes of this Agreement and the Depositor, Certificate Registrar, the Master Servicer, Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements of (g) and Sections 5.02(c), Section 5.02(d), Section 5.02(e), Section 5.02(f), Section 5.02(g), Section 5.02(h) and Section 5.02(i) of this Agreement. Upon request of the Certificate Administrator, the Certificate Registrar shall provide the Certificate Administrator with the names, addresses and Percentage Interests of the Holders.

 

The Risk Retained Certificates shall only be held as a Definitive Certificate in the Risk Retained Certificate Safekeeping Account by the Certificate Administrator (and the Retaining Party shall be registered on the Certificate Register), unless otherwise consented to by the Retaining Sponsor. The Certificate Administrator shall hold each Risk Retained Certificate in safekeeping and shall release the same only upon receipt of written instructions in accordance with this Agreement from the Retaining Party and the Retaining Sponsor’s consent (subject to this Section 5.02(a)), and in accordance with any authentication Administrator. There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Risk Retained Certificate Safekeeping Account” and into which each Risk Retained Certificate shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Risk Retained Certificate Safekeeping Account for the Retaining Party. Each Risk Retained Certificate to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Risk Retained Certificate in connection with the initial issuance thereof and, for so long as the Risk Retained Certificates are held in the Risk Retained Certificate Safekeeping Account by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article V of any Risk Retained Certificate, the Certificate Administrator shall deliver to the Retaining Party a receipt in the form set forth in Exhibit V. No amounts distributable to the Risk Retained Certificates shall be remitted to the Risk Retained Certificate Safekeeping Account, but instead shall be remitted directly to (or otherwise at the direction of) the Retaining Party in accordance with written instructions provided separately on the Closing Date (and any updates to such written instructions provided from time to time) by the Retaining Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping any Risk Retained Certificate shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any Person on behalf of the Retaining Party. The Certificate Administrator shall hold the Definitive Certificate representing the Risk Retained Certificates at the below location, or any other location; provided the Certificate Administrator has given notice to the Retaining Party of such new location:

 

               Wells Fargo Bank, NA
425 E Hennepin Avenue
Minneapolis, MN 55414
Attention: Security Control and Transfer (SCAT) – MAC N9345-010

 




-229-



 



 

On the Closing Date, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Party substantially in the form of Exhibit V to this Agreement evidencing its receipt of the Risk Retained Certificates.

 

The Certificate Administrator shall make available to the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retained Certificate shall be subject to this Article V.

 

After the release of
any Risk Retained Certificates pursuant to this Section 5.02(a), the Certificate Administrator shall have no liability
or obligation with respect to the safekeeping of such released Risk Retained Certificates. 

(b)          Upon surrender for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Individual Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e) of this Agreement. Each Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring Holder may request, subject to the provisions of Sections 5.01(g) and 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement.

 

(c)          In addition to the provisions of Sections 5.01(g) and 5.02(d), (e), (f), (g), (h) and (i) of this Agreement and the rules of the Depository, the exchange, transfer and registration of transfer of Individual Certificates or beneficial interests in the Global Certificates shall be subject to the following restrictions:

 

(i)           Transfers between Holders of Individual Certificates. With respect to the transfer and registration of transfer of an Individual Certificate to a transferee that takes delivery in the form of an Individual Certificate (other than transfers of the Class R or Class LR Certificates, which may be made only in accordance with Section 5.02(i)):

 

(A)          The Certificate Registrar shall register the transfer of an Individual Certificate if (1) the requested transfer is being made (x) in connection with the initial transfer from an Initial Purchaser to an initial investor or (y) by a transferee who has provided the Certificate Registrar with an Investment Representation Letter substantially in the form of Exhibit D-1 to this Agreement (an “Investment Representation Letter”), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance with Rule 144A or (2) prior to the transfer the related transferee furnishes to the Certificate Registrar (x) an Investment Representation Letter to the effect that the transfer is being made to an Institutional Accredited Investor (other than a Qualified Institutional Buyer) or to an Affiliated Person in accordance with an applicable exemption under the Act, and (y) in the case of a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that such transfer is in compliance with the Act; or

 




-230-



 



 

(B)          The Certificate Registrar shall register the transfer of an Individual Certificate pursuant to Regulation S after the expiration of the Restricted Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer Certificate substantially in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”), and (2) the transferee furnishes to the Certificate Registrar an Investment Representation Letter;

 

and, in each case, the Certificate Registrar shall register the transfer of an Individual Certificate only if prior to the transfer the transferee furnishes to the Certificate Registrar a written undertaking by the transferor to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer, require the transferor to furnish such other certificates, legal opinions or other information (at the transferor’s expense) as the Certificate Registrar may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws.

(ii)     Transfers within the Global Certificates. Notwithstanding any provision to the contrary herein, so long as a Global Certificate remains outstanding and is held by or on behalf of the Depository, transfers within the Global Certificates shall only be made in accordance with this Section 5.02(c)(ii).

 

(A)          Rule 144A Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the Restricted Period, a Beneficial Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Certificate, such Beneficial Owner may, in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the “Applicable Procedures”), transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(A). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member and the Euroclear or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit H to this Agreement given by the Beneficial Owner of such interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global Certificate by the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation

 




-231-



 



 

S Global Certificate by the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the ease may be) a beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.

 

(B)      Rule 144A Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted Period, a Beneficial Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit I to this Agreement given by the Beneficial Owner of such interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.

 

(C)          Regulation S Global Certificate to Rule 144A Global Certificate. If the Beneficial Owner of an interest in a Regulation S Global Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate, such Beneficial Owner may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Rule 144A

 




-232-



 



 

Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Rule 144A Global Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of a beneficial interest in a Regulation S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate (i) during the Restricted Period, a certificate in the form of Exhibit J to this Agreement given by the holder of such beneficial interest or (ii) after the Restricted Period, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Regulation S Global Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, and, concurrently with such reduction, to increase the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Rule 144A Global Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Global Certificate was reduced upon such transfer.

 

(iii)    Transfers from the Global Certificates to Individual Certificates. Any and all transfers from a Global Certificate to a transferee wishing to take delivery in the form of an Individual Certificate will require the transferee to take delivery subject to the restrictions on the transfer of such Individual Certificate described in a legend set forth on the face of such Certificate substantially in the form of Exhibit F to this Agreement (the “Securities Legend”), and such transferee agrees that it will transfer such Individual Certificate only as provided therein and herein. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer is made in accordance with this Section 5.02(c)(iii).

 

(A)        Transfers of a beneficial interest in a Global Certificate to an Institutional Accredited Investor (other than a Qualified Institutional Buyer or an initial transfer from an Initial Purchaser to an Institutional Accredited Investor) will require delivery in the form of an Individual Certificate and the Certificate Registrar shall register such transfer only upon compliance with the provisions of Section 5.02(c)(i)(A) of this Agreement.

 

(B)        Transfers of a beneficial interest in a Global Certificate to a Qualified Institutional Buyer or a Regulation S Investor wishing to take delivery in

 




-233-



 



 

the form of an Individual Certificate will be registered by the Certificate Registrar only upon compliance with the provisions of Section 5.02(c)(i)(A) and (B) of this Agreement, respectively.

 

(C)        Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual Certificate pursuant to subparagraph (B) above shall be made prior to the expiration of the Restricted Period.

 

Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for an Individual Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Global Certificate equal to the Denomination of such Individual Certificate issued in exchange therefor or upon transfer thereof. Unless determined otherwise by the Certificate Registrar and the Depositor in accordance with applicable law, an Individual Certificate issued upon transfer of or exchange for a beneficial interest in the Global Certificate shall bear the Securities Legend.

(iv)    Transfers of Individual Certificates to the Global Certificates. If a Holder of an Individual Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected only in accordance with the Applicable Procedures and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (l) the Individual Certificate to be transferred with an assignment and transfer pursuant to Section 5.05(a) of this Agreement, (2) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s account a beneficial interest in such Regulation S Global Certificate or such Rule 144A Global Certificate, as the case may be, in an amount equal to the Denomination of the Individual Certificate to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, to be credited with such beneficial interest, and (4) (x) an Investment Representation Letter from the transferee and, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Transfer Certificate from the transferor or (y) an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Certificate, the Certificate Registrar shall cancel such Individual Certificate, execute and deliver a new Individual Certificate for the Denomination of the Individual Certificate not so transferred, registered in the name of the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to increase the Denomination of the Regulation S Global Certificate or the Rule 144A Global Certificate, as the case may be, by the Denomination of the Individual Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions who, in the

 




-234-



 



 

case of any increase in the Regulation S Global Certificate during the Restricted Period, shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the case may be, a corresponding Denomination of the Rule 144A Global Certificate or the Regulation S Global Certificate, as the case may be.

 

It is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Rule 144A Global Certificate other than the initial transfer from an Initial Purchaser to an Institutional Accredited Investor.

(v)     All Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates, an exchange of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of an Individual Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such exchange is made in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates remain outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02 and in accordance with the rules of the Depository and Applicable Procedures.

 

(d)          If Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend, the Certificates so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or replacement of Certificates bearing the Securities Legend, or if a request is made to remove the Securities Legend on a Certificate, the Certificates so issued shall bear the Securities Legend, or the Securities Legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar such satisfactory evidence, which may include an opinion of counsel (at the expense of the party requesting the removal of such legend) familiar with United States securities laws, as may be reasonably required by the Certificate Registrar, that neither the Securities Legend nor the restrictions on transfers set forth therein are required to ensure that transfers of any Certificate comply with the provisions of Rule 144A or Rule 144 under the Act or that such Certificate is not a “restricted security” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall execute and deliver a Certificate that does not bear the Securities Legend.

 

(e)           Subject to the restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02, the Holder of any Individual Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any authorized denomination) by surrendering such Certificate at the office of the Certificate Administrator or at the office of any transfer agent appointed as provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder or its duly authorized attorney), in the case of transfer, and a written request for exchange, in the case of exchange. Following a proper request for transfer or exchange, the Certificate Registrar shall, within five Business Days of such request if made at such office of the Certificate Registrar or within ten Business Days if made at the office of a transfer agent (other than the Certificate Registrar), execute and deliver at the office of the Certificate Registrar or at the office of such transfer agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first-class mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee or Holder, as applicable, may request, an Individual Certificate or Certificates, as the

 




-235-



 



 

case may require, for a like aggregate Denomination and in such Denomination or Denominations as may be requested. The presentation for transfer or exchange of any Individual Certificate shall not be valid unless made at the office of the Certificate Registrar or at the office of a transfer agent by the registered Holder in person, or by a duly authorized attorney-in-fact. The Certificate Registrar may decline to accept any request for an exchange or registration of transfer of any Certificate during the period of 15 days preceding any Distribution Date.

 

(f)           An Individual Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global Certificate pursuant to Section 5.01 of this Agreement) or a beneficial interest in a Global Certificate may only be transferred to Eligible Investors or Regulation S Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar has actual knowledge that such an Individual Certificate or beneficial interest in a Global Certificate is being held by or for the benefit of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then the Certificate Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the investor to sell such Individual Certificate or beneficial interest in a Global Certificate to an Eligible Investor within fourteen days after notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate Registrar to take such action.

 

(g)           Subject to the provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates shall be limited to transfers of such Global Certificates in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.

 

(h)           No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in this Section 5.02 other than for transfers to Institutional Accredited Investors that are not Qualified Institutional Buyers, as provided herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

 

(i)           Subject to Section 5.02(e) of this Agreement, transfers of the Class R and Class LR Certificates may be made only in accordance with this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class R or Class LR Certificate only if (x) the transferor has advised the Certificate Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer or an Affiliated Person and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment Representation Letter. In addition, the Certificate Registrar may as a condition of the registration of any such transfer require the transferor to furnish such other certifications, legal opinions or other information (at the transferor’s expense) as it may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws.

 




-236-



 



 

(j)         No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee nor the Certificate Registrar are obligated to register or qualify the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to affect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Initial Purchasers and the Certificate Registrar, against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

 

(k)          No transfer of any Class HRR, Class S, Class R or Class LR Certificate (each, a “Restricted Certificate”) shall be made to (i) an employee benefit plan or other plan or retirement arrangement, including an individual retirement account or a Keogh plan, which is subject to ERISA, or to Section 4975 of the Code, or a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law (“Similar Law”), which is, to a material extent, similar to the fiduciary responsibility provisions of ERISA or to Section 4975 of the Code (each, a “Plan”) or (ii) any Person acting on behalf of any Plan or using the assets of any Plan (including any entity whose underlying assets include plan assets by reason of a Plan’s investment in the entity (within the meaning of Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA)) to acquire any such Restricted Certificate, other than, in the case of the Class HRR Certificates, insurance company general accounts purchasing and holding under circumstances that meet all of the requirements of Sections I and III of Prohibited Transaction Exemption 95-60 or, in the case of a Plan subject to Similar Law, under circumstances where the acquisition, holding and disposition of the Restricted Certificates will not result in a non-exempt violation of Similar Law. Each prospective transferee of a Restricted Certificate (other than in the case of the initial transfer from the Initial Purchasers to an initial investor) shall deliver to the Depositor, the Certificate Registrar and the Certificate Administrator, a transfer or representation letter, substantially in the form of Exhibit D-2 to this Agreement, stating that the prospective transferee is not and will not become a Person referred to in (i) or (ii) above. Neither the Certificate Administrator nor the Certificate Registrar shall register a Class S, Class R or Class LR Certificate in any Person’s name unless such Person has provided the letter referred to in clause (ii) of the preceding sentence. Each beneficial owner of a Certificate (other than a Class S, Class R or Class LR Certificate) or any interest therein will be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that (i) it is not a Plan and is not acting on behalf of or using the assets of a Plan (including any entity whose underlying assets include plan assets by reason of a Plan’s investment in the entity (within the meaning of Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA)) to purchase the Certificates, (ii) in the case of a Certificate that meets the rating requirements of the Underwriter Exemption at the time of purchase, that (w) it has acquired and is holding such Certificate or an interest therein in reliance on the Underwriter Exemption, (x) it understands that there certain conditions to the availability of the Underwriter Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a rating agency that meets the requirements of the Underwriter Exemption and that

 




-237-



 



 

such Certificate is so rated, and (y) it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D, or (iii) it is an insurance company general account and all requirements of Sections I and III of PTCE 95-60 will be met with respect to its acquisition, holding and disposition of the Certificates (or, in the case of a Plan subject to Similar Law, that its acquisition, holding and disposition of the Certificates will not result in a non-exempt violation of Similar Law). Any transfer of a Certificate that would violate these restrictions or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely null and void ab initio.

 

Each purchaser of Certificates that is a Plan subject to ERISA and/or Section 4975 of the Code (“ERISA Plan”) or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted that (i) none of the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Sponsors or any of their respective affiliated entities, has provided any investment advice within the meaning of Section 3(21) of ERISA (and the applicable regulations) to the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan in connection with the ERISA Plan’s acquisition of Certificates, and (ii) the ERISA Plan fiduciary making the decision to acquire the Certificates is exercising its own independent judgment in evaluating the investment in the Certificates.

 

(l)         Each Person who has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest are expressly subject to the following provisions:

 

(i)           Each Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the beneficial owner of such Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this Section 5.02(l) by 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 shall be void and of no effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Ownership Interest as fully as possible.

 

(ii)          No Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express written consent of the Certificate Registrar (such consent not to be unreasonably withheld), and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form and substance satisfactory to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor an affidavit in substantially the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (i) the proposed transferee historically has paid its debts as they have come due and intends to do so in the

 




-238-



 



 

future, (ii) the proposed transferee understands that, as the holder of an Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the proposed transferee intends to pay taxes associated with holding the Ownership Interest as they become due, (iv) the proposed transferee will not transfer the Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, (v) the proposed transferee will not cause income from the Class R or Class LR Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the proposed transferee or any other U.S. Person and (vi) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.02(l) and (y) other than in connection with the initial issuance of the Class R and Class LR Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit C-2 (the “Transferor Certificate”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.

 

(iii)      Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee.

 

Neither the Certificate Administrator nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction or transfer imposed under Article V of this Agreement or under applicable law with respect to any transfer of any Certificate (including, without limitation, the Securities Legend), or any interest therein, other than to require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register. The Certificate Administrator and the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or Beneficial Owners made in violation of applicable restrictions.

 

Upon written notice to the Certificate Registrar, or upon the Certificate Registrar having actual knowledge, that there has occurred a Transfer of an Ownership Interest to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of such Ownership Interest, or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R or Class LR Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar and the

 




-239-



 



 

Certificate Administrator, the Certificate Registrar and the Certificate Administrator may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.

 

(m)         Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator information relating to such Certificateholder solely to the extent necessary for the Certificate Administrator to determine any required withholding amounts. If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this Agreement. In connection with the foregoing, such holders shall be required to provide any information that the Certificate Administrator may reasonably request to perform its tax obligations.

 

(n)          At all times during the Transfer Restriction Period, if a transfer of the Class HRR Certificates after the Closing Date is to be made, then the Certificate Administrator in conjunction with the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-3, which such certification must be countersigned by the Retaining Party and the Retaining Sponsor with a medallion stamp guarantee of the Retaining Party and the Retaining Sponsor, (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit C-4, which such certification must be countersigned by the Retaining Party and the Retaining Sponsor (if different) with a medallion stamp guarantee of the Retaining Party and the Retaining Sponsor (if different), (iii) an IRS Form W9 completed by the prospective Transferee and (iv) wiring instructions and contact information of the prospective Transferee. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e), register the Transfer of the Class HRR Certificate, reflect such Class HRR Certificate in the name of the prospective Transferee and deliver written confirmation substantially in the form of Exhibit S. The Certificate Registrar shall not register a Transfer of any Class HRR Certificate after the Closing Date during the Transfer Restriction Period unless it is so instructed by the Certificate Administrator. After the termination of the Transfer Restriction Period, if a transfer of a Class HRR Certificate is to be made and such Class HRR Certificate is in the Risk Retained Certificate Safekeeping Account, then upon receipt of: (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-3, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit C-4, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, the Certificate Administrator (which may conclusively rely upon such certifications) shall instruct the Certificate Registrar to register such Transfer, and upon receipt of the Certificate Administrator’s instruction, the Certificate Registrar shall register the Transfer of the Class HRR

 




-240-



 



 

Certificate and reflect such Class HRR Certificate in the name of the prospective Transferee. After the termination of the Transfer Restriction Period, if a transfer of a Class HRR Certificate is to be made and such Class HRR Certificate is in the Risk Retained Certificate Safekeeping Account, the Certificate Registrar shall not register a Transfer of such Class HRR Certificate unless it is so instructed by the Certificate Administrator. For the avoidance of doubt, in no event shall a Class HRR Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period. After the Transfer Restriction Period, a Class HRR Certificate may be transferred subject to the restrictions on transfer set forth in this Article V. Any transfer of an interest in a Class HRR Certificate that is not in compliance with this Section 5.02 shall be null and void ab initio to the extent permitted under applicable law.

 

Section 5.03          Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it and the Certificate Administrator harmless, then, in the absence of actual knowledge by a Responsible Officer of the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Administrator or the Authenticating Agent shall execute and authenticate and the Certificate Registrar shall deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like tenor and Percentage Interest. Upon the issuance of any new Certificate under this Section 5.03, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible evidence of ownership of the corresponding interest in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

 

Section 5.04         Appointment of Paying Agent. The Certificate Administrator may appoint a paying agent for the purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator, the Trustee or the Master Servicer, to execute and deliver to the Master Servicer and the Trustee an instrument in which such Paying Agent shall agree with the Master Servicer and the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. Except for the Certificate Administrator, as the initial Paying Agent, the Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at least “A” from Fitch and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs), or shall be otherwise acceptable to each Rating Agency, as confirmed by a receipt of a No Downgrade Confirmation.

 

Section 5.05        Access to Certificateholders’ Names and Addresses; Special Notices. (a) If any Certifying Certificateholder or the Master Servicer (for purposes of this Section 5.05, an “Applicant”) applies in writing to the Certificate Registrar, and such application states that the Applicant desires to communicate with other Certificateholders, the Certificate

 




-241-



 



 

Registrar shall furnish or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record Date, at the expense of the Applicant.

 

(b)           Every Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate Registrar that the Certificate Administrator and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

 

(c)           Upon the written request of any Certifying Certificateholder that (a) states that such Certificateholder desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact and (b) provides a copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall deliver such Special Notice to all Certificateholder at their respective addresses appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.

 

Section 5.06          Actions of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and the Trustee and, when required, to the Master Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Certificate Administrator, the Trustee and the Master Servicer, if made in the manner provided in this Section.

 

(b)           The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate Administrator or the Trustee deems sufficient.

 

(c)           Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Certificate Administrator or the Trustee or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.

 

(d)           The Certificate Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.06 as it shall deem necessary.

 




-242-



 



 

Section 5.07          Rule 144A Information. (a) The Certificate Administrator shall, upon request of any Certifying Certificateholder that is a Holder of a Certificate or any beneficial owner of a Certificate, furnish to such Holder or beneficial owner, or to a prospective purchaser that is designated by such Holder or beneficial owner and that is a Qualified Institutional Buyer, the information required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information has been provided to the Certificate Administrator and has been identified as Rule 144A information by the Depositor (which shall include all information on the Certificate Administrator’s Website and all information currently required to be made available to Certificateholders, as well as any other specifically identified information herein).

 

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR AND THE DIRECTING HOLDER

 

Section 6.01          Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor.

 

The Depositor, the Master Servicer, the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.

 

Section 6.02          Merger or Consolidation of either the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor. Subject to the following paragraph, each of the Master Servicer and the Special Servicer will keep in full effect its existence, rights and good standing as a national banking association under the laws of the United States of America and will not jeopardize its ability to do business in the jurisdiction in which the Mortgaged Properties securing the Trust Loan are located or to protect the validity and enforceability of this Agreement, the Certificates or the Trust Loan and to perform its respective duties under this Agreement. In addition, subject to the following paragraph, the Operating Advisor shall keep in full effect its existence, rights and good standing as a limited liability company under the laws of the State of New York and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located or to protect the validity and enforceability of this Agreement, the Certificates or Trust Loan and to perform its respective duties under this Agreement.

 

Each of the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person into which the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor is a party, or any Person succeeding to the business of the Master Servicer, the Special Servicer, the Operating Advisor (which, in the case of the Operating Advisor, may be limited to all or substantially all of its assets relating to acting as a trust advisor or operating advisor for commercial mortgage securitizations) or the Depositor, shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, hereunder, without the consent of any other party to this Agreement if each of the Rating Agencies has

 




-243-



 



 

provided a No Downgrade Confirmation (and each rating agency then rating the Companion Loan Securities has provided a No Downgrade Confirmation) relating to the Certificates; provided, however, that no Rating Agency shall be required to provide a No Downgrade Confirmation if (x) the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor is merged into or consolidated with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate or (y) the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity under the applicable law, in which case, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall also not, as a result of the merger, be required to obtain the consent of the Depositor. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or the Operating Advisor under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or the Operating Advisor is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.

 

Section 6.03            Limitation on Liability of the Depositor, the Master Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any Affiliates, directors, officers, employees, shareholders, members, managers or agents (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under any liability to the Trust Fund, the Certificateholders, the Companion Loan Holders or any third party beneficiary for taking any action, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor, or any member, manager, director, officer, employee, shareholder or agent (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor, against any breach of representations and warranties made herein, or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence (or in the case of the Master Servicer or the Special Servicer, by reason of any specific liability imposed hereunder for a breach of the Servicing Standard or in the case of the Operating Advisor, by reason of any specific liability imposed for a breach of the Operating Advisor Standard) in the performance of duties or by reason of negligent disregard of obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any Affiliate, member, manager, shareholder, director, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. In addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to (i) remit the CREFC® License Fee to CREFC®, to report any such CREFC® License Fee so paid or to make available any Distribution Date Statement to any party (or in particular, CREFC®).

 

The Trust Fund and the Companion Loan Holders shall be indemnified and held harmless by each of the Master Servicer, the Special Servicer and the Operating Advisor (severally and not jointly) for any loss, liability or expense (including legal fees and expenses) incurred in

 




-244-



 



 

connection with any claim, loss, penalty, fine, foreclosure, judgment or liability relating to this Agreement, the Certificates, incurred by the Trust Fund or the Companion Loan Holders, as applicable, by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder, or by reason of negligent disregard of obligations and duties thereunder, on the part of such indemnifying party.

 

The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any Affiliate, director, officer, employee, shareholder, member, manager or agent of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be indemnified and held harmless by the Trust Fund for any loss, liability or expense (including legal fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement, the Certificates, other than any loss, liability or expense (including legal fees and expenses) (i) incurred by reason of such party’s willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of its negligent disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of its directors, officers, members, managers, employees, shareholders and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided that such indemnified parties shall be paid out of the Collection Account (in accordance with Section 3.06 of this Agreement), provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, promptly notify the Companion Loan Holders and use efforts consistent with the Servicing Standard to exercise on behalf of the Trust any rights under the Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the Companion Loan from the Companion Loan Holders.

 

(b)          None of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under any obligation to appear in, prosecute or defend any legal action, unless such action relates to its respective duties under this Agreement and which in its opinion does not expose it to any expense or liability not recoverable from the Trust Fund; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may in its discretion undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders and the Companion Loan Holders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to be reimbursed therefor from the Collection Account (in accordance with Section 3.06 of this Agreement) no later than 60 days after submitting such expenses or costs for reimbursement, provided that a failure to reimburse such parties within such 60 days will not affect or limit such parties’ rights to receive reimbursement hereunder; provided that such amounts shall be allocated in accordance with the expense allocation provision of the Co-Lender Agreement.

 

(c)           The terms of this Section 6.03 shall survive the termination of any party hereto or of this Agreement.

 

(d)           For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party to this Agreement is required to indemnify another party to this Agreement for costs, attorney’s fees and expenses, such costs, fees and

 




-245-



 



 

expenses are intended to include costs, reasonable attorney’s fees and expenses relating to the enforcement of such indemnity (but only after a non-appealable final judgment or court order in favor of the indemnified party with respect to such indemnity or as agreed to by the related parties pursuant to the settlement or otherwise).

 

Section 6.04            Limitation on Resignation of the Master Servicer and the Special Servicer; Termination of the Master Servicer and the Special Servicer. (a) Each of the Master Servicer and the Special Servicer may assign their respective rights and delegate their respective duties and obligations under this Agreement, provided that: (i) the party accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution, organized and doing business under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under such laws to perform the duties of the Master Servicer or Special Servicer or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement, (B) shall be acceptable to each Rating Agency as confirmed in a No Downgrade Confirmation delivered to the Trustee and the Certificate Administrator relating to the Certificates and the Companion Loan Securities, if any, (C) shall execute and deliver to the Trustee and the Certificate Administrator an agreement that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer or Special Servicer, as applicable under this Agreement from and after the date of such agreement, (D) shall not be a Prohibited Party and (E) with respect to the Special Servicer (x) during any Subordinate Control Period, has been appointed by the Directing Holder or (y) during any Subordinate Consultation Period, is reasonably acceptable to the Directing Holder and the Depositor; (ii) the Master Servicer or the Special Servicer shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iii) the rate at which the Servicing Compensation or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and (iv) the resigning Master Servicer or Special Servicer shall be responsible for the reasonable costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as applicable, hereunder.

 

(b)          Except as provided in Section 6.02 of this Agreement and this Section 6.04, the Master Servicer and the Special Servicer shall not resign from its respective obligations and duties hereby imposed on it except upon either (i) the determination that such duties hereunder are no longer permissible under applicable law or (ii) in connection with the assignment of rights and delegation of duties as set forth in Section 6.04(a). Any such determination described in clause (i) above permitting the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s or Special Servicer’s expense) to such effect delivered to the Trustee, the Certificate Administrator and during any Subordinate Control Period and any Subordinate Consultation Period, the Directing Holder. In connection with any such resignation, the successor special servicer shall either: (i) during any Subordinate Control Period, be appointed by the Directing Holder in accordance with the first paragraph of Section 7.01(c); or (ii) after termination of any Subordinate Control Period, be appointed by the Trustee and, during any Subordinate Consultation Period, be reasonably acceptable to the Directing Holder, and otherwise satisfy the requirements for a successor special

 




-246-



 



 

servicer set forth in Section 6.04; provided that the Trustee shall have obtained a No Downgrade Confirmation from each Rating Agency.

 

(c)           The Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination Event or Special Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such removal shall be effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing Compensation or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the extent such amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the successor Master Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated Master Servicer, an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to be withdrawn except pursuant to this paragraph, in which case the successor Master Servicer shall, immediately upon deposit, have the same right of reimbursement or payment as the terminated Master Servicer had immediately prior to its termination without regard to the operation of this paragraph.

 

No resignation or removal of the Master Servicer or the Special Servicer as contemplated by the preceding paragraphs shall become effective until the Trustee or a successor Master Servicer or Special Servicer shall have assumed the resigning or terminated Master Servicer’s or the Special Servicer’s responsibilities, duties, liabilities and obligations hereunder. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for the same compensation to which the terminated Master Servicer or Special Servicer would have been entitled, additional amounts payable to such successor Master Servicer or Special Servicer shall be treated as Realized Losses.

 

Section 6.05            Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer. Solely with respect to their performance of their respective duties under this Agreement, the Master Servicer and the Special Servicer shall afford the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee and the Rating Agencies, upon reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such obligations. Upon written request, the Master Servicer and/or the Special Servicer, as applicable, shall furnish to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee its most recent publicly available financial statements (or, with respect to the Master Servicer, those of its ultimate parent) and such other non-proprietary information as the Master Servicer or the Special Servicer, as the case may be, shall determine in its sole and absolute discretion as it possesses, which is relevant to the performance of its duties hereunder and which it is not prohibited by applicable law or contract from disclosing. The Depositor is not obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer, however, the Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person hereunder or exercise any rights of such Person hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor or its designee

 




-247-



 



 

undertakes any such action, it will be reimbursed by the Trust Fund from the Collection Account, as provided in Section 3.06 and Section 6.03(a) hereof to the extent not recoverable from the Master Servicer or Special Servicer, as applicable. None of the Depositor, the Certificate Administrator, the Trustee, the Operating Advisor, the Master Servicer (solely with respect to any action or failure to act by the Special Servicer) or the Special Servicer (solely with respect to any action or failure to act by the Master Servicer), shall have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and no such party is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.

 

Section 6.06       The Master Servicer or Special Servicer as Owners of a Certificate. The Master Servicer or an Affiliate of the Master Servicer, or the Special Servicer or an Affiliate of the Special Servicer, may become the Holder (or with respect to a Global Certificate, Beneficial Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate thereof. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may, but will not be required to, seek the approval of the Certificateholders to such action (or inaction) by delivering to the Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action (or inaction) that the Master Servicer or the Special Servicer proposes to take (or refrain from taking). The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding a majority of the Voting Rights of all Certificateholders shall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.

 

Section 6.07          Selection and Removal of the Directing Holder. (a) The Majority Controlling Class Certificateholder, as determined by the Certificate Registrar from time to time, may serve as, or may appoint as representative to serve as, the Directing Holder; provided that if no Certificateholder holds Certificates representing more than 50% of the Controlling Class (by Certificate Balance), then the Directing Holder shall be the representative appointed by the

 




-248-



 



 

Controlling Class Certificateholder that owns, and is identified (with contact information) to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class; and provided, further, (i) upon receipt by the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator of notice from the Majority Controlling Class Certificateholder or the Certificateholder that owns the largest aggregate Certificate Balances of Controlling Class Certificates, as applicable, that a Directing Holder is no longer so designated, (ii) if no representative is appointed as the Directing Holder or (iii) if the Directing Holder is required to have resigned due to becoming a Borrower Related Party, there shall be no Directing Holder until a Directing Holder that is not a Borrower Related Party is appointed. Each Holder of the Certificates of the Controlling Class that is not a Borrower Related Party shall be entitled to vote in each election of the Directing Holder; provided that, for the avoidance of doubt, the Directing Holder cannot be a Borrower Related Party.

 

(b)          The initial Directing Holder shall provide a written certification to the Certificate Administrator on the Closing Date certifying that (i) it is not a Borrower Related Party, (ii) it is the Holder of more than 50% of the Controlling Class (by Certificate Balance) or, if no Certificateholder holds Certificates representing more than 50% of the Controlling Class (by Certificate Balance), then it owns the largest aggregate Certificate Balance of Certificates of the Controlling Class, (iii) the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator and Trustee may conclusively rely on such certification and the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator and Trustee shall have no liability for such reliance and (iv) in the event the then existing Directing Holder is no longer the Holder of more than 50% of the Controlling Class (by Certificate Balance) or the owner of the largest aggregate Certificate Balance of Certificates of the Controlling Class, as applicable, the Directing Holder shall promptly notify the Certificate Administrator and each party to this Agreement in writing that it is no longer the Holder of more than 50% of the Controlling Class (by Certificate Balance).

 

(c)          There will be no initial Directing Holder. The Majority Controlling Class Certificateholder, if any, shall give written notice to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor of the appointment of any subsequent Directing Holder (in order to receive notices hereunder).

 

(d)          The Directing Holder may be removed at any time, with or without cause, by the written vote of the Majority Controlling Class Certificateholder, and a copy of the results of such vote shall be delivered to each party to this Agreement.

 

(e)          The Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Certificate of the Controlling Class, the selection of a Directing Holder or the resignation or removal thereof. Any Certificateholder or its designee at any time appointed Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate Administrator of its identity and contact information when such Certificateholder or its designee is appointed Directing Holder and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall

 




-249-



 



 

notify the Trustee, the Operating Advisor, the Special Servicer and the Master Servicer of the identity and contact information of the Directing Holder and any resignation or removal thereof.

 

On the Closing Date, the initial Directing Holder shall execute and deliver a certification substantially in the form of Exhibit L-1-C to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also deliver a certification substantially in the form of Exhibit L-1-C to this Agreement prior to being recognized as the new Directing Holder.

 

(f)           Once a Directing Holder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholder shall have notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Holder or the selection of a new Directing Holder (with contact information).

 

(g)          Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class and the identity and contact information of the Directing Holder.

 

(h)           The Directing Holder shall be responsible for its own expenses.

 

(i)           The Master Servicer, the Special Servicer, the Operating Advisor or the Trustee may from time to time request that the Certificate Administrator provide the name of the then-current Directing Holder. Upon such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) provide the name of the then-current Directing Holder to the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee, as applicable, but only to the extent the Certificate Administrator has actual knowledge of the identity of the then-current Directing Holder; provided that if the Certificate Administrator does not have actual knowledge of the identity of the then-current Directing Holder, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository, with the assistance of the Trustee, the list of DTC participants for the Controlling Class and make reasonable efforts to obtain a list of Beneficial Owners from such DTC participants, and the Certificate Administrator shall provide such list of DTC participants and such list of Beneficial Owners (to the extent the Certificate Administrator obtains such list of Beneficial Owners), to the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee. The Certificate Administrator shall be entitled to conclusively rely on the list of DTC participants for the Controlling Class provided by the Depository and the list of Beneficial Owners provided by any DTC participant and shall not have any liability for such reliance. Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party; provided that if (i) such expenses arise in connection with an event as to which the Directing Holder has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement and (ii) the requesting party has not been notified of the identity of the Directing

 




-250-



 



 

Holder or reasonably believes that the identity of the Directing Holder has changed, then such expenses shall be at the expense of the Trust. The Master Servicer, the Special Servicer, the Operating Advisor and the Trustee shall be entitled to conclusively rely on any such information so provided. If the Majority Controlling Class Certificateholder does not give written notice to the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer and the Special Servicer of the appointment of any subsequent Directing Holder pursuant to Section 6.07(c), and if the identity of the Directing Holder is not provided by the Certificate Administrator, the Operating Advisor, the Master Servicer and Special Servicer shall have no obligation to consult with, provide notice to or seek approval of such Directing Holder. To the extent the Operating Advisor, the Master Servicer or the Special Servicer has written notice of any change in the identity of a Directing Holder or the list of Holders (or Beneficial Owners, if applicable) of the Controlling Class, then the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, shall promptly notify the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as applicable.

 

Section 6.08          Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders. The Directing Holder will have no liability to the Trust or the Certificateholders for any action taken, or refraining from the taking of any action, in accordance with or as permitted by this Agreement. Each holder of any Certificates shall acknowledge and agree, by its acceptance of its Certificate, that: (i) the Directing Holder and/or any Controlling Class Certificateholder may each have relationships and interests that conflict with those of Holders of one or more other Classes of Certificates and/or Companion Loan Holders; (ii) the Directing Holder and/or any Controlling Class Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Holder and the Holders of the Controlling Class do not have any duties to the Trust or to the Holders of any Class of Certificates or the Companion Loan Holders; (iv) the Directing Holder and/or any Controlling Class Certificateholder may take actions that favor interests of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates or the Companion Loan Holders; (v) neither the Directing Holder nor the Holders of the Controlling Class shall have any liability whatsoever to the Trust, the parties to this Agreement, the Certificateholders, the Companion Loan Holders or any other Person (including the Borrowers) for having acted in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates and the Companion Loan Holders may not take any action whatsoever against the Directing Holder or any Holder the Controlling Class or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Directing Holder or the Holders the Controlling Class having acted in accordance with the terms of and as permitted under this Agreement.

 

Section 6.09          Rights and Powers of the Directing Holder. (a) Notwithstanding anything herein to the contrary, except as set forth in this Section 6.09, (i) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent of the Special Servicer (which consent shall be deemed given if the Special Servicer does not object within fifteen (15) Business Days (or, in the case of a determination of an Acceptable Insurance Default, ninety (90) days) of receipt of the Master Servicer’s written analysis and recommendation together with any information in the possession of the Master Servicer that is reasonably required to make a decision regarding the subject action), and (ii) during any Subordinate Control Period, the Special Servicer shall not be permitted to consent to the Master

 




-251-



 



 

Servicer’s taking any of the actions constituting a Major Decision, nor will the Special Servicer itself be permitted to take any of the actions constituting a Major Decision, as to which the Directing Holder has objected in writing within ten (10) Business Days (or, in the case of a determination of an Acceptable Insurance Default, thirty (30) days) after receipt of the written recommendation and analysis from the Special Servicer (the “Major Decision Reporting Package”), together with any information in the possession of the Special Servicer that is reasonably requested by the Directing Holder to make a decision regarding the subject action (provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Days (or, in the case of a determination of an Acceptable Insurance Default, thirty (30) day) period, then the Directing Holder shall be deemed to have approved such action); provided that if the Special Servicer or Master Servicer (if the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring consent of the Directing Holder during any Subordinate Control Period, or any other matter requiring consultation with the Operating Advisor, is necessary to protect the interests of the Certificateholders, the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the Directing Holder’s (or, if applicable, the Special Servicer’s) response; provided, further, that the Special Servicer or the Master Servicer, as applicable, has used reasonable efforts consistent with the Servicing Standard to contact the Directing Holder prior to taking such action; provided, further, that the Special Servicer is not required to obtain the consent of the Directing Holder for any of the foregoing actions during any Subordinate Consultation Period; provided, further, that the Special Servicer will be required to consult, solely on a non-binding basis (and to consider alternative actions recommended by each such party) during any Subordinate Consultation Period, with the Directing Holder with respect to any of the Major Decisions and any other matter as to which consent of the Directing Holder, if any, would have been required during any Subordinate Control Period; provided, further, that for so long as there is no Directing Holder, the Master Servicer and the Special Servicer shall have no duty to consult with, provide notice to, or seek the approval or consent of any Directing Holder, it being acknowledged that the initial Directing Holder is set forth in Section 6.07(c) hereof.

 

With respect to any action requiring the consent of, or consultation with, the Directing Holder under this Agreement, such consent shall be deemed given or consultation deemed waived if the Directing Holder does not respond within 10 Business Days unless otherwise specified.

 

If no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Trustee or Certificate Administrator, and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of the Directing Holder, it being acknowledged that the initial Directing Holder is set forth in Section 6.07(c) hereof.

 

In addition, during any Subordinate Control Period, the Directing Holder, if any, may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Whole Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no such direction, and no

 




-252-



 



 

direction or objection contemplated by the preceding paragraph or any other provision of this Agreement, may (a) require or cause the Master Servicer or the Special Servicer to violate any provision of the Loan Documents, any intercreditor agreement, applicable law or this Agreement, including without limitation the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard, (b) expose any Certificateholder, the Operating Advisor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust or their affiliates, officers, directors or agent to any claim, suit or liability, (c) result in the imposition of a tax upon the Trust or (d) materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities hereunder. Furthermore, in addition to the Directing Holder’s rights of consent and consultation (as applicable) as set forth in Section 6.09(a) above, it is understood and agreed that to the extent any other provision of this Agreement requires the provision of notice to, the obtaining of consent of, and/or consultation with, the Directing Holder, or otherwise provides for any right of the Directing Holder thereunder, then none of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be entitled to take any action (or omit to take any action) in contravention of the applicable rights of the Directing Holder contained in such provision; provided however, if the Directing Holder has not objected to any request for consent within ten (10) Business Days, such consent shall be deemed given; provided, further, that this sentence is not intended to in any way to (i) expand the rights of the Directing Holder, (ii) limit the application of the immediately preceding sentence, (iii) remove any limitations on the exercise of such rights set forth in such other provisions, or (iv) require the Trustee, the Certificate Administrator, the Master Servicer and/or the Special Servicer to send a notice to, obtain the consent of, or consult with a new Directing Holder whose name and contact information have not yet been provided to the Trustee, the Certificate Administrator, the Master Servicer and/or the Special Servicer; and provided, further, that if such other provisions are in any way subject to this Section 6.09, then the exercise of such rights shall be subject to the immediately following paragraph and Section 6.09(b).

 

If the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder or any direction or advice from the Directing Holder or any recommendation by the Operating Advisor would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms of the Loan Documents, any intercreditor agreement, applicable law, provisions of the Code or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent, direction or advice and notify the Directing Holder, the Trustee, the Certificate Administrator and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing Holder that does not violate the Loan Documents, any intercreditor agreement, any applicable law, provisions of the Code or the Servicing Standard or any other provisions of this Agreement, shall not result in any liability on the part of the Master Servicer or the Special Servicer.

 

The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously upon providing such Major Decision Reporting Package to the Directing Holder. With respect to any particular Major Decision and related Major Decision Reporting Package and any Asset Status Report, the Special Servicer shall make available to the Operating Advisor Servicing Officers with relevant knowledge regarding the Mortgage Loan and

 




-253-



 



 

such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report and potential conflicts of interest and compensation with respect to such Major Decision and/or Asset Status Report. In addition, if an Operating Advisor Consultation Period is in effect, the Special Servicer shall consult with the Operating Advisor (telephonically or electronically) in connection with any proposed Major Decision (and such other matters that are subject to consultation rights of the Operating Advisor hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the later of (i) its written request for input on any required consultation (which such written request shall contain a Major Decision Reporting Package) and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the Trust Loan.

 

(b)        At any time other than during a Subordinate Control Period or a Subordinate Consultation Period, the Directing Holder shall have no consultation rights under this Agreement and shall have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder; provided that the Directing Holder (if and to the extent that it is a Certificateholder) will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under this Agreement.

 

(c)       If no Directing Holder has been appointed or identified to the Master Servicer or Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Trustee or Certificate Administrator, and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of the Directing Holder.

 

Section 6.10            Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicer. Upon reasonable request, each of the Master Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to answer questions from the Directing Holder (during any Subordinate Control Period and any Subordinate Consultation Period) and the Operating Advisor (during any Operating Advisor Consultation Period) regarding the performance and servicing of the Trust Loan (or, in the case of the Special Servicer, the Special Servicer’s operational activities on a platform level basis related to the servicing of the Specially Serviced Loan and the servicing of any REO Property) for which the Master Servicer or the Special Servicer, as the case may be, is responsible.

 

Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Master Servicer or the Special Servicer, as applicable, determines, in its reasonable and good faith

 




-254-



 



 

judgment and consistent with the Servicing Standard, that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund.

 

Section 6.11            The Operating Advisor. 

 

(a)           The Operating Advisor shall, as provided in this Agreement, review (i) the actions of the Special Servicer with respect to the Whole Loan if it is a Specially Serviced Loan and, any Major Decisions with respect to the Whole Loan when it is not a Specially Serviced Loan with respect to which a Major Decision Reporting Package has been delivered to the Operating Advisor, (ii) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s Website or otherwise provided to the Operating Advisor pursuant to this Agreement and (iii) each Asset Status Report (during an Operating Advisor Consultation Period) and each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard.

 

(b)          Subject to the Privileged Information Exception, the Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged Information” received from the Special Servicer or Directing Holder in connection with the Directing Holder’s exercise of its rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with this transaction, except under the circumstances described in Section 6.11(h) and subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.

 

With respect to the determination of whether a Subordinate Control Period, Operating Advisor Consultation Period or Subordinate Consultation Period is in effect, or has terminated, the Master Servicer, Special Servicer and Operating Advisor are each entitled to rely solely on its receipt from the Certificate Administrator of notice thereof or any notice posted to the Certificate Administrator’s Website pursuant to this Agreement, and, with respect to any obligations of the Operating Advisor, Master Servicer or Special Servicer that are performed only during a Subordinate Control Period, Operating Advisor Consultation Period and/or Subordinate Consultation Period, the Operating Advisor, Master Servicer or Special Servicer shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of a Subordinate Control Period, Operating Advisor Consultation Period or Subordinate Consultation Period, as applicable.

 

(c)         Based on the Operating Advisor’s review of (i) any assessment of compliance and any attestation report delivered to the Operating Advisor or made available to the Operating Advisor on the Certificate Administrator’s Website, any Final Asset Status Report and reports by the Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year that are relevant to the Operating Advisor’s obligations under this Agreement, the Operating Advisor shall ((A) if the Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or (B) if an

 




-255-



 



 

Operating Advisor Consultation Period was in effect during the prior calendar year and the Whole Loan was the subject of a Major Decision) deliver to the Depositor, the Certificate Administrator and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)) within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit S (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating Advisor’s assessment, in its sole discretion exercised in good faith, as to whether the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under this Agreement with respect to the Whole Loan if it is a Specially Serviced Loan (and, during an Operating Advisor Consultation Period, with respect to Major Decisions on the Whole Loan even if it is not a Specially Serviced Mortgage Loan) during the prior calendar year on the basis described in the following paragraph and identifying (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply with and (2) any material deviations from the Special Servicer’s obligations hereunder with respect to the Specially Serviced Loan or REO Property and, during an Operating Advisor Consultation Period, the Whole Loan even if it is not a Specially Serviced Loan (solely with respect to Major Decisions with respect thereto); provided, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial. Notwithstanding any of the foregoing to the contrary, the Operating Advisor will not be obligated to prepare an annual report with respect to any calendar year unless at least one of the following occurs with respect to such calendar year: (i) the Operating Advisor receives a Final Asset Status Report with respect to the Whole Loan if it is a Specially Serviced Loan; (ii) the Operating Advisor is entitled to consult with the Special Servicer with respect to any Major Decision; or (iii) the Operating Advisor does not receive a Final Asset Status Report for the Whole Loan if it was a Specially Serviced Loan for a period of at least one hundred eighty (180) consecutive days following the Whole Loan becoming a Specially Serviced Loan. Such Operating Advisor Annual Report shall be delivered to the Depositor, the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website pursuant to Section 4.02) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)); provided, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to such annual report’s delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.

 




-256-



 



 

(d)          The Operating Advisor Annual Report shall be prepared on the basis of the Special Servicer’s performance of its duties with respect to the Specially Serviced Loan (and, during an Operating Advisor Consultation Period, with respect to Major Decisions on the Whole Loan even if it is not a Specially Serviced Loan) under this Agreement, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance, attestation report, Major Decision Reporting Package, Asset Status Report, Final Asset Status Report and any other information delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) or made available to the Operating Advisor on the Certificate Administrator’s Website, in each case, pursuant to this Agreement.

 

(e)         In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is provided without liability for any reliance thereon. In the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor may, to the extent the Operating Advisor deems relevant, set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.

 

(f)           With respect to the Whole Loan, after the subject calculation but prior to the utilization by the Special Servicer of any of the calculations related to net present value in accordance with Section 1.02(h) used in the Special Servicer’s determination of the course of action to take in connection with the workout or liquidation of the Whole Loan if it is a Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any communications between the Directing Holder and the Special Servicer that would be Privileged Information), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than five (5) Business Days after receipt of such calculations and any supporting or additional materials, promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion(s) of the applicable formulas required to be utilized in connection with any such calculation.

 

In connection with this Section 6.11(f), if the Operating Advisor does not agree in any material respect with the mathematical calculations or the application of the applicable non-discretionary portion(s) of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary portion(s)

 




-257-



 



 

of the related formula in arriving at those mathematical calculations or any disagreement within seven (7) Business Days of delivery of such calculations. If the Operating Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such seven (7) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement, and the Certificate Administrator shall examine the calculations and supporting materials provided by the Special Servicer and the Operating Advisor and shall determine which calculation is to apply (and shall provide prompt written notice of such determination to the Operating Advisor and the Special Servicer).

 

(g)           Notwithstanding the foregoing, and unless an Operating Advisor Consultation Period is in effect, the Operating Advisor shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement and other similar actions that the Special Servicer may perform under this Agreement. In addition, with respect to the Operating Advisor’s review of net present value calculations as required in Section 6.11(f) above, the Operating Advisor’s recalculation shall not take into account the reasonableness of the Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present value calculation.

 

(h)      The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential and without the prior written consent of the Special Servicer and the Directing Holder (during a Subordinate Control Period or Subordinate Consultation Period) shall not disclose such information to any other Person (including any Certificateholders other than the Directing Holder), other than (i) to the extent expressly set forth herein, the other parties to this Agreement with a notice indicating that such information is Privileged Information, (ii) pursuant to a Privileged Information Exception or (iii) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard or the Special Servicer’s obligations under this Agreement (A) in the Operating Advisor Annual Report or (B) in connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives information that is appropriately labeled as “Privileged Information” from the Operating Advisor with a notice stating that such information is Privileged Information shall not, without the prior written consent of the Special Servicer and (for so long as a Subordinate Control Period or Subordinate Consultation Period is in effect) the Directing Holder, disclose such Privileged Information to any Person other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.

 

(i)           Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.02(c).

 




-258-



 



 

(j)           As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each Servicer Remittance Date. The Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the outstanding principal balance of the Trust Loan and in the same manner as interest is calculated on the Trust Loan, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the Trust Loan is computed. The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.06(a) of this Agreement.

 

(k)          The Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.03(a) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.06(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.

 

(l)           In addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Asset Status Report or Major Decision for which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.06(a) of this Agreement, but only to the extent such Operating Advisor Consulting Fee is actually received from the Borrowers. When the Operating Advisor has consultation obligations with respect to an Asset Status Report or Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the Borrowers in connection with such an Asset Status Report or Major Decision, but only to the extent not prohibited by the related Loan Documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Borrowers if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.

 

(m)         Upon (i) the written direction of holders of Principal Balance Certificates representing at least 15% of the Voting Rights allocable to Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a replacement Operating Advisor selected by such holders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee of a No Downgrade Confirmation, the Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 4.02, and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of holders of Principal Balance Certificates representing more than 50% of the Voting Rights allocable to the Non-Reduced Certificates that exercise their right to vote, provided that the holders of Principal Balance Certificates representing at least 50% of the Voting Rights allocable to the Non-Reduced Certificates have exercised their

 




-259-



 



 

right to vote, the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.

 

(n)          After the occurrence of an Operating Advisor Termination Event, the Certificate Administrator will be required to notify the Certificateholders, and the Trustee may, and upon the written direction of holders of Certificates representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights arising out of events occurring prior to such termination. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon (x) the occurrence of any Operating Advisor Termination Event or (y) any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Holder and the Certificateholders. Notwithstanding the foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor operating advisor so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor operating advisor and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.

 

(o)          The holders of Certificates representing at least 25% of the Voting Rights may waive an Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of an Operating Advisor Termination Event, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the Trust.

 

(p)          The Operating Advisor may resign from its obligations and duties hereby imposed on it upon thirty (30) days prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Directing Holder, if applicable, if the Operating Advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and such replacement operating advisor has accepted its appointment as the replacement operating advisor. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. If no successor operating advisor has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning Operating

 




-260-



 



 

Advisor may petition any court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall pay all reasonable costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.11(p).

 

(q)          In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses pursuant to Section 6.11(k) and shall also remain entitled to any rights of indemnification provided hereunder.

 

(r)          The parties hereto agree, and the Certificateholders by their acceptance of their respective Certificates shall be deemed to have agreed, that (i) subject to Section 6.03, the Operating Advisor shall have no liability to any Certificateholder for any actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates or particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.

 

(s)          Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates.

 

(t)          The Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 6.11. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed hereunder in accordance with the provisions of this Agreement without diminution of any such obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under this Agreement.

 

(u)          For the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations that involve the same parties or Borrowers involved in this securitization, any experience or knowledge gained by the Operating Advisor from such other engagements may not be imputed to the Operating Advisor for this transaction; provided, however, the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the Special Servicer during its periodic meetings.

 




-261-



 



 

ARTICLE VII

TERMINATION EVENTS

 

Section 7.01          Servicer Termination Events. (a) With respect to the Master Servicer, “Master Servicer Termination Event”, wherever used herein, means any one of the following events:

 

(i)               (A) any failure by the Master Servicer to make any deposit required to the Collection Account on the day and by the time such deposit was first required to be made under the terms of this Agreement, which failure is not remedied within two (2) Business Days, (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted (including, without limitation, any required P&I Advance or Administrative Advance, unless the Master Servicer determines such P&I Advance or Administrative Advance is a Nonrecoverable Advance) under this Agreement, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, however, that to the extent the Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer shall pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is actually made) or (C) any failure by the Master Servicer to remit to any holder of the Companion Loan, as and when required by this Agreement or the Co-Lender Agreement, any amount required to be so remitted (which failure continues for two Business Days);

 

(ii)              any failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (15 days in the case of the Master Servicer’s failure to make a Property Advance or 45 days in the case of failure to pay the premium for any insurance policy required to be force placed by the Master Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by any other party hereto, or to the Master Servicer, with a copy to each other party to this Agreement, by (A) the Certificateholders of any Class evidencing, as to that Class, Percentage Interests aggregating not less than 25% of the Voting Rights or (B) an affected Companion Loan Holder; provided, however, that if such failure is capable of being cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period, as applicable, will be extended an additional 30 days;

 

(iii)             any breach on the part of the Master Servicer of any representation or warranty contained in Section 2.04(a) of this Agreement, which materially and adversely affects the interests of the Holders of any Class of Certificates or any Companion Loan Holder and which continues unremedied for a period of 30 days after the date on which

 




-262-



 



 

notice of such breach, requiring the same to be remedied, shall have been given to the Master Servicer by any party hereto, or to the Master Servicer, the Special Servicer, the Depositor and the Trustee by the holders of Certificates of any Class evidencing, as to that Class, Percentage Interests aggregating not less than 25% of such Class or by an affected Companion Loan Holder; provided that if such breach is capable of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period will be extended an additional 30 days;

 

(iv)            a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;

 

(v)             the Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;

 

(vi)             the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;

 

(vii)            the Master Servicer is no longer rated at least “CMS3” by Fitch and such Master Servicer is not reinstated to at least that rating within 60 days of the delisting;

 

(viii)           (A) the Master Servicer has failed to maintain a ranking by DBRS Morningstar equal to or higher than “MOR CS3” as a master servicer and such ranking is not reinstated within 60 days of such event (if the Master Servicer has or had a DBRS Morningstar ranking on or after the Closing Date) or (B) DBRS Morningstar (i) has qualified, downgraded or withdrawn its ratings of any Class of Certificates, or (ii) has placed any Class of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such “watch status” placement, qualification, downgrade or withdrawal has not been withdrawn by DBRS Morningstar within sixty (60) days) and, in the case of either of clauses (i) or (ii), publicly cited servicing concerns with the Master Servicer, as the sole or material factor in such action;

 

(ix)             a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer as the sole or material

 




-263-



 



 

factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within 60 days of such event); or

 

(x)              so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”) retained by the Master Servicer shall fail to deliver the items required to be delivered by this Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the time set forth for such delivery in Article XI, (any Sub-Servicing Entity that defaults in accordance with this Section 7.01(a)(x) shall be terminated at the direction of the Depositor);

 

then, and in each and every such case, so long as a Master Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of the Holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificates (allocated based on Certificate Balances or Notional Amounts, as applicable, as notionally reduced by any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocable to the Trust Loan), the Trustee shall, terminate all of the rights and obligations of the Master Servicer (other than the rights to indemnification provided in Section 6.03 of this Agreement and compensation provided in Section 3.12 of this Agreement).

 

In the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, then the Master Servicer shall also be terminated as Special Servicer.

 

If the Master Servicer receives notice of termination under this Section 7.01(a) solely due to a Master Servicer Termination Event under Section 7.01(a)(vii), (viii) or (ix) of this Agreement and if the Master Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days following such termination notice, then the Master Servicer shall continue to serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(a). Upon receipt of the “request for proposal” materials, the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the rights to service the Whole Loan under this Agreement from at least three (3) Persons qualified to act as Master Servicer hereunder in accordance with Section 6.02 and 7.02 of this Agreement (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided that, at the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Whole Loan under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The materials provided to the Trustee shall provide for soliciting bids: (i) on the basis of such successor Master Servicer retaining all Sub-Servicers to continue the primary servicing of the Whole Loan pursuant to the terms of the respective Sub-Servicing Agreements and entering into

 




-264-



 



 

a Sub-Servicing Agreement with the terminated Master Servicer to service the Whole Loan at a sub-servicing fee rate per annum equal to 0.00125% (a “Servicing Retained Bid”); and (ii) on the basis of the terminated Master Servicer not being retained as a Sub-Servicer (each, a “Servicing Released Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing Retained Bid (or, if none, the highest cash Servicing Released Bid) (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided, however, that if the Trustee does not receive a No Downgrade Confirmation within 10 days after the selection of such Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above described 45 day time period) until such No Downgrade Confirmation is obtained. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master Servicer; provided, however, that the initial Master Servicer may request and obtain an additional 20 days for such sale and assumption to be completed so long as the initial Master Servicer delivers to the Trustee an Officer’s Certificate stating that the sale and assumption of the right to service the Whole Loan cannot be completed in the initial 45-day period and specifying the reasons therefor.

 

Upon the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing Retained Bid, to the Master Servicer to be terminated pursuant to this Section 7.01(a), the amount of such cash bid received from the Successful Bidder (net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring servicing) and (ii) if the successful bid was a Servicing Released Bid, to the Master Servicer and each terminated Sub-Servicer its respective bid allocation.

 

The Master Servicer to be terminated pursuant to this Section 7.01(a) shall be responsible for all out of pocket expenses incurred in connection with the attempt to sell its rights to service the Whole Loan, which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.

 

If the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above described time period or no Successful Bidder was identified within the above described time period, the Master Servicer to be terminated pursuant to Section 7.01(a) of this Agreement shall reimburse the Trustee for all reasonable “out of pocket” expenses incurred by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(a). The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02 of this Agreement.

 

Notwithstanding anything to the contrary in this Article VII, if the Master Servicer shall timely deliver the notice and request for proposal materials referred to in the fourth preceding paragraph, no resignation or termination of the Master Servicer shall be effective in connection with a Master Servicer Termination Event under Section 7.01(a)(vii) of this Agreement, and the Master Servicer shall continue to perform as such and to collect the Servicing Fee until the conclusion of the process described in this Section 7.01(a).

 

In no event shall the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Master Servicer Termination Event until a Responsible Officer

 




-265-



 



 

of the Trustee or the Certificate Administrator, as applicable, has received written notice thereof or has actual knowledge thereof.

 

(b)          “Special Servicer Termination Event”, wherever used herein, means any one of the following events:

 

(i)               any failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and such failure continues unremedied for two (2) Business Days, or any failure by the Special Servicer to remit to Master Servicer for deposit into, the Collection Account any amount required to be so remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement; provided that the failure of the Special Servicer to remit such amount to the Master Servicer shall not be a Special Servicer Termination Event if such failure is remedied within two (2) Business Days and if the Special Servicer has compensated the Master Servicer for any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer and reimbursed the Trust for any resulting Advance Interest Amount due to the Master Servicer;

 

(ii)              any failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (45 days in the case of failure to pay the premium for any insurance policy required to be force placed by the Special Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Special Servicer by any other party hereto, or to the Special Servicer, with a copy to each other party to this Agreement, by (A) the Certificateholders of any Class evidencing, as to that Class, Percentage Interests aggregating not less than 25% of the Voting Rights or (B) any affected Companion Loan Holder; provided, however, that if such failure is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30- or 45-day period, as applicable, will be extended an additional 30 days;

 

(iii)             any breach on the part of the Special Servicer of any representation or warranty contained in Section 2.04(a) of this Agreement, which materially and adversely affects the interests of the Holders of any Class of Certificates or any Companion Loan Holder and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Special Servicer by any party hereto, or to the Master Servicer, the Special Servicer, the Depositor and the Trustee by the Holders of Certificates of any Class evidencing, as to that Class, Percentage Interests aggregating not less than 25% of such Class or by an affected Companion Loan Holder; provided that if such breach is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30-day period will be extended an additional 30 days;

 

(iv)             a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or

 




-266-



 



 

state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;

 

(v)               the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Special Servicer or of or relating to all or substantially all of its property;

 

(vi)            the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;

 

(vii)           the Special Servicer is no longer rated at least “CSS3” by Fitch and such Special Servicer is not reinstated to at least that rating within 60 days of the delisting;

 

(viii)          (A) the Special Servicer has failed to maintain a ranking by DBRS Morningstar equal to or higher than “MOR CS3” as a special servicer and such ranking is not reinstated within 60 days of such event (if the Special Servicer has or had a DBRS Morningstar ranking on or after the Closing Date) or (B) DBRS Morningstar (i) has qualified, downgraded or withdrawn its ratings of any Class of Certificates, or (ii) has placed any Class of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such “watch status” placement, qualification, downgrade or withdrawal has not been withdrawn by DBRS Morningstar within sixty (60) days) and, in the case of either of clauses (i) or (ii), publicly cited servicing concerns with the Special Servicer, as the case may be, as the sole or material factor in such action;

 

(ix)             a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Special Servicer, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within 60 days of such event); or

 

(x)              so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Special Servicer or any Sub-Servicing Entity retained by the Special Servicer shall fail to deliver the items required to be delivered by this Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the time set forth for such delivery in Article XI, including any applicable grace periods (any Sub-Servicing Entity that defaults in

 




-267-



 



 

accordance with this Section 7.01(b)(x) shall be terminated at the direction of the Depositor);

 

then, and in each and every such case, so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of the Holders of Certificates evidencing at least 25% of the aggregate Voting Rights of all Certificates (allocated based on Certificate Balances and Notional Amounts, as applicable, as notionally reduced by any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocable to the Trust Loan), the Trustee shall, terminate all of the rights and obligations of the Special Servicer (other than the rights to indemnification provided in Section 6.03(a) of this Agreement and compensation provided in Section 3.12(c) of this Agreement). During any Subordinate Control Period, the Directing Holder shall have the right to select the successor special servicer following any Special Servicer Termination Event.

 

In no event shall the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice thereof or has actual knowledge thereof.

 

Notwithstanding Section 7.01(a) or Section 7.01(b), (i) if any Master Servicer Termination Event occurs that affects only a Companion Loan or if an NRSRO engaged to rate a Companion Loan Security qualifies, downgrades or withdraws its rating of such Companion Loan Security, publicly citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action, then the Trustee, only at the direction of a related Companion Loan Holder and not at the direction of the Certificateholders, shall direct the Master Servicer to appoint a sub-servicer (or if the Whole Loan is currently being sub-serviced, then the Trustee shall direct the Master Servicer to replace such sub-servicer with a new sub-servicer but only if such original sub-servicer is in default (beyond any applicable cure periods) under the related sub-servicing agreement, and the Master Servicer shall be permitted to terminate the sub-servicing agreement due to such default) that shall be responsible for servicing the Whole Loan; provided that the Master Servicer shall be required to obtain a No Downgrade Confirmation from each Rating Agency (including a No Downgrade Confirmation with respect to any Companion Loan Securities) (at the expense of the requesting party) with respect to the appointment of such sub-servicer and (ii) if any Special Servicer Termination Event occurs that affects only the Companion Loan and the Special Servicer is not otherwise terminated or if an NRSRO engaged to rate a Companion Loan Security qualifies, downgrades or withdraws its rating of such Companion Loan Security, publicly citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action, then the Trustee, at the direction of an affected Companion Loan Holder, shall terminate the Special Servicer. Any successor special servicer appointed to replace the Special Servicer that was terminated for cause at such Companion Loan Holder’s direction shall not be the Person (or an Affiliate thereof) that was so terminated without the prior written consent of such Companion Loan Holder.

 

(c)           During any Subordinate Control Period, the Directing Holder, if any, shall have the right to direct the Trustee to terminate the Special Servicer (subject to such terminated Special Servicer’s rights to indemnification, payment of outstanding fees, and other rights set forth in this Agreement which survive termination) at any time, with or without cause, and the Directing

 




-268-



 



 

Holder shall have the right to, and shall, appoint a successor Special Servicer, which shall execute and deliver to the other parties hereto an agreement whereby the successor Special Servicer agrees to assume and perform punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee shall have been provided a No Downgrade Confirmation from each Rating Agency prior to the termination of the Special Servicer; provided, further, that any successor Special Servicer shall be a Qualified Replacement Special Servicer. The Special Servicer shall not be terminated pursuant to this paragraph until a successor special servicer shall have been appointed. The Directing Holder shall pay any costs and expenses incurred in connection with the removal and appointment of a Special Servicer without cause pursuant to this paragraph (unless such removal is based on any of the events or circumstances set forth in Section 7.01(b)). Notwithstanding anything to the contrary in this Agreement, no successor special servicer appointed by the Directing Holder pursuant to Section 6.04, Section 7.01(b) or this Section 7.01(c) or otherwise pursuant to this Agreement will be required to meet any net worth requirements. The Trustee shall deliver to the Master Servicer, the Special Servicer and the Certificate Administrator a written notice, together with each No Downgrade Confirmation, stating that the Directing Holder has appointed a successor Special Servicer.

 

(d)          After the termination of a Subordinate Control Period, the Special Servicer may be terminated in accordance with the provisions of Section 3.22(b) hereof.

 

(e)         If at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation, substantially in the form of Exhibit T attached hereto, setting forth the reasons supporting its position (along with any information the Operating Advisor considered relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer (which must be a Qualified Replacement Special Servicer) to assume the duties of such Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance with Section 4.02, and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of holders of Principal Balance Certificates representing a majority of the aggregate outstanding Certificate Balance of all Principal Balance Certificates whose holders voted on the matter, provided that the Principal Balance Certificates holders that so voted on the matter (x) hold Principal Balance Certificates representing at least 20% of the outstanding Certificate Balance of all Principal Balance Certificates on an aggregate basis within one hundred eighty (180) days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s Website and (y) include at least three (3) Certificateholders and/or Certificate Owners that are not Credit Risk Retention Affiliated with each other and (ii) delivery of written notice to the Rating Agency by the Certificate Administrator

 




-269-



 



 

with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended by the Operating Advisor following satisfaction of the foregoing clause (i), the Trustee shall (A) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor Special Servicer and (B) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with providing such written notices to the Rating Agency and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be a Trust Fund expense. In the event that the Certificate Administrator does not receive the affirmative vote described in clause (i) of the second preceding sentence, then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement Special Servicer, such replacement Special Servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. The Certificateholders that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal and replacement of the Special Servicer pursuant to this paragraph.

 

In the event the Special Servicer is terminated as a result of the recommendation of the Operating Advisor described in this Section 7.1(e), the Directing Holder may not subsequently reappoint as Special Servicer such terminated Special Servicer or any Credit Risk Retention Affiliate of such terminated Special Servicer

 

(f)           If the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating Party”) shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”), terminate all of its rights and obligations under this Agreement and in and to the Whole Loan and the proceeds thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the benefits of Section 6.03 of this Agreement notwithstanding any such termination), and with respect to the Special Servicer, the right to receive any Workout Fee and/or Liquidation Fee subsequent to its termination as Special Servicer, pursuant to Section 3.12(c) of this Agreement. No successor Special Servicer shall be entitled to such Workout Fee and/or Liquidation Fee received by the terminated Special Servicer. On or after the receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder), the Whole Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section (absent the appointment of a successor, and such successor’s assumption of obligations hereunder, including, without limitation, by the Directing Holder during any Subordinate Control Period) and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Whole Loan and related documents, or otherwise. The Master Servicer and the

 




-270-



 



 

Special Servicer each agree in the event it is terminated pursuant to this Section 7.01 to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Terminating Party with all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master Servicer or Special Servicer or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any REO Account, Lock-Box Account or Cash Collateral Account or which shall thereafter be received with respect to the Whole Loan, and shall promptly provide the Terminating Party or such successor Master Servicer or successor Special Servicer (which may include the Trustee) all documents and records reasonably requested by it, such documents and records to be provided in such form as the Terminating Party or such successor Master Servicer or Special Servicer shall reasonably request (including electronic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses of the Terminating Party (including the cost of obtaining a No Downgrade Confirmation and any applicable indemnification that the Master Servicer or the Special Servicer would be required to provide under this Agreement) or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files to the successor Master Servicer or Special Servicer and amending this Agreement to reflect such succession as successor Master Servicer or successor Special Servicer pursuant to Section 7.01(a) or (b), as applicable, shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Terminating Party or the successor Master Servicer or Special Servicer, as applicable, for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such expenses. If and to the extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating Party shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund. Neither the Operating Advisor nor any of its affiliates may be appointed as a successor Master Servicer or Special Servicer.

 

Section 7.02            Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01 of this Agreement, the Terminating Party (subject to (a)) shall be its successor, until such successor is appointed in accordance with this Section, in all respects in its capacity as the Master Servicer or the Special Servicer under this Agreement and the transactions set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof, provided, however, that (i) the Terminating Party shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies shall not be considered a termination event for such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided to the Master Servicer

 




-271-



 



 

or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as the Master Servicer or the Special Servicer. The Terminating Party shall not be liable for any of the representations and warranties of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 hereunder nor shall the Trustee be required to purchase the Trust Loan or the Companion Loan hereunder. As compensation therefor, the Terminating Party as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Compensation or Special Servicing Compensation, as applicable, and all funds relating to the Trust Loan or Companion Loan that accrue after the date of the Terminating Party’s succession to which such predecessor Master Servicer or Special Servicer would have been entitled if such predecessor Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer or the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall (i) if it is unable to so act, (ii) if the Holders of Certificates evidencing at least 25% of the Voting Rights of all Certificateholders or an affected Companion Loan Holder so requests in writing to the Trustee or (iii) if the Trustee is not an “approved” servicer by any of the Rating Agencies for mortgage loans similar to the one held in the Trust, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that to act as the successor to the Master Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer under this Agreement; provided that the Trustee shall obtain a No Downgrade Confirmation with respect to the Certificates and any Companion Loan Securities. No appointment of a successor to a Terminated Party hereunder shall be effective until the assumption by such successor of all the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. Pending the appointment of a successor to the Special Servicer, the Trustee shall act in such capacity. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing Holder’s right to replace the Special Servicer during any Subordinate Control Period. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Whole Loan or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted to the Terminated Party hereunder, provided, further, that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

 




-272-



 



 

If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02.

 

Section 7.03          Notification to Certificateholders and Other Persons. (a) Upon its receipt of written notice of any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).

 

(b)          Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall transmit by mail to the Depositor, the Certificate Administrator (who shall then notify all Holders of Certificates) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the Companion Loan Holders notice of such Servicer Termination Event or Operating Advisor Termination Event unless such Servicer Termination Event or Operating Advisor Termination Event shall have been cured or waived.

 

Section 7.04          Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as the Servicer Termination Event, shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01 of this Agreement, shall have the right, in its own name as Trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund as provided in Section 3.06 of this Agreement (and such amounts shall be allocated in accordance with the expense allocation provisions of the Co-Lender Agreement). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Master Servicer Termination Event or Special Servicer Termination Event, if applicable.

 

Section 7.05            Waiver of Past Servicer Termination Events; Termination. The Certificateholders evidencing not less than 66-2⁄3% of the aggregate Voting Rights may, together with each affected Companion Loan Holder, on behalf of all Holders of Certificates, waive any Servicer Termination Event by the Master Servicer or the Special Servicer in the performance of its obligations hereunder and its consequences, except (i) a termination event with respect to

 




-273-



 



 

making any required deposits to or payments from the Collection Account or the Lower-Tier Distribution Account, or in remitting payments as received, in each case in accordance with this Agreement or the Co-Lender Agreement, and (ii) the Servicer Termination Event under Section 7.01(a)(x) and Section 7.01(b)(x), which may only be waived by the Depositor (and the Other Depositor under an Other Securitization Trust) pursuant to the terms of this Agreement. Upon any such waiver of a past termination event, such termination event shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other termination event or impair any right consequent thereon.

 

Section 7.06          Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five Business Days of the Master Servicer Termination Event resulting from such failure by the Master Servicer with respect to Property Advances to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Property Advances and (y) by 12:00 noon (New York City time) on the related Distribution Date with respect to P&I Advances and Administrative Advances pursuant to the Trustee’s receipt of notice of failure pursuant to Section 4.07(a) or Section 4.07(c) of this Agreement unless the Trustee has received notice that such failure has been cured by 11:00 a.m. on such Distribution Date. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Advance Rate, and rights to determine that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s failure to perform its obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance or any determination of recoverability in connection therewith by the Master Servicer hereunder.

 

ARTICLE VIII

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

 

Section 8.01          Duties of Trustee and Certificate Administrator. (a) Each of the Trustee and the Certificate Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and 7.05 of this Agreement, shall exercise such of the rights and powers vested 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 under the circumstances in the conduct of such person’s own affairs.

 




-274-



 



 

(b)          The Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that, the Trustee or the Certificate Administrator, as applicable, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request the provider of such instrument to have the instrument corrected, and if the instrument is not corrected to such Trustee’s or such Certificate Administrator’s reasonable satisfaction, such Trustee or such Certificate Administrator will provide notice thereof to the Certificateholders.

 

(c)          None of the Trustee, the Certificate Administrator or any of their officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee, the Certificate Administrator or any such person, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or its own bad faith; and provided, further, that:

 

(i)              The Trustee’s and the Certificate Administrator’s duties and obligations shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, as the case may be, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein without responsibility for investigating the contents thereof;

 

(ii)              Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved that the Trustee or the Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts;

 

(iii)              Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders entitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place

 




-275-



 



 

of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as the case may be, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as the case may be, under this Agreement (unless a higher percentage of Voting Rights is required for such action);

 

(iv)    Neither the Trustee nor the Certificate Administrator nor any of their directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate of the Trustee or Certificate Administrator, respectively, and that is selected other than by the Trustee or Certificate Administrator, respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor or any other Person, including, without limitation, in connection with actions taken pursuant to this Agreement;

 

(v)     Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement (and, if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund, and the Trustee or the Certificate Administrator, as applicable, shall be entitled, as provided in Section 3.06 hereof, to be reimbursed therefor from amounts on deposit in the Collection Account or the Distribution Account and identified on the Trust Ledger, unless such legal action arises out of the negligence or bad faith of the Trustee or Certificate Administrator, as applicable, or any breach of a representation or warranty of the Trustee or Certificate Administrator, as applicable, contained herein);

 

(vi)    Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator, as applicable, may be required to act, unless a Responsible Officer of the Trustee or Certificate Administrator, as applicable, obtains actual knowledge of such failure. Neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the Trustee or Certificate Administrator, as applicable, pursuant to this Agreement; and

 

(vii)   Except in the event of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

None of the provisions contained in this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate Administrator, in its capacity as Certificate Administrator, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator, as the case may be, the repayment of

 




-276-



 



 

such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator, as the case may be, to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under this Agreement, except, in the case of the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement. Notwithstanding any other provision hereof, when acting as the Master Servicer or Special Servicer hereunder, the Trustee and the Certificate Administrator shall comply with the Servicing Standard.

 

Section 8.02          Certain Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section 8.01 of this Agreement:

 

(i)               The Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting or refraining from acting upon any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;

 

(ii)              Each of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with the written advice of such counsel or such Opinion of Counsel;

 

(iii)             (A) Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as the case may be, reasonable security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as the case may be, against the costs, expenses and liabilities which may be incurred therein or thereby, provided that nothing contained herein shall relieve the Trustee or the Certificate Administrator, as the case may be, of the obligations, upon the occurrence of a Servicer Termination Event or an Operating Advisor Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and, with respect to the Trustee, to use the same degree of care and skill in their exercise, as a prudent person would exercise

 




-277-



 



 

or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Certificate Administrator, as the case may be, shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

 

(iv)    None of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or “control” persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as the case may be, to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

 

(v)     The Trustee (if no Servicer Termination Event has occurred and is continuing) and the Certificate Administrator shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such other percentage as is specified herein) of the Percentage Interests of each affected Class; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator, as the case may be, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, as the case may be, not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity reasonably satisfactory to it from such requesting Holders against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively, and otherwise by the Certificateholders requesting the investigation;

 

(vi)    The Trustee or the Certificate Administrator, as applicable, may execute any of the trusts or powers hereunder and the Trustee and the Certificate Administrator may perform any duties hereunder either directly or by or through agents, affiliates, nominees, custodians or attorneys but shall not be relieved of the obligations hereunder by virtue of the appointment of such agents, affiliates, nominees, custodians or attorneys, provided, however, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party;

 

(vii)   Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special Servicer (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 for its own actions as Master Servicer or Special Servicer) or of the Depositor;

 




-278-



 



 

(viii)          In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence, bad faith or willful misconduct;

 

(ix)             Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder shall not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers; provided in any event, however, the knowledge of employees performing special servicing functions shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions shall not be imputed to employees performing special servicing functions; and

 

(x)              Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.

 

(b)          Following the Startup Day, the Trustee and the Certificate Administrator shall not, except as expressly required by any provision of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution) to the effect that the inclusion of such assets in the Trust Fund will not cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject the Lower-Tier REMIC or the Upper-Tier REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.

 

(c)         All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate Administrator, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee and the Certificate Administrator shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.

 

(d)          The Trustee shall not have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of the Trust Loan by the Trust Loan Sellers pursuant to this Agreement or the eligibility of the Trust Loan for purposes of this Agreement.

 

(e)          Each of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,

 




-279-



 



 

without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent). For the avoidance of doubt, the Certificate Administrator and the Trustee shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder under.

 

(f)           In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Certificate Administrator (in each of its capacities) and the Trustee, as the case may be, are required to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with the Certificate Administrator (in each of its capacities) or the Trustee. Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator (in each of its capacities) and the Trustee, upon its respective request from time to time, such identifying information and documentation as may be available for such party in order to enable the Certificate Administrator (in each of its capacities) and the Trustee to comply with Applicable Law.

 

Section 8.03            Trustee and Certificate Administrator Not Liable for Certificates or the Trust Loan. The recitals contained herein and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, or the Special Servicer and the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer make no representations or warranties as to the validity or sufficiency of this Agreement, of the Certificates or any offering document used to offer the Certificates for sale or the validity, enforceability or sufficiency of the Trust Loan, or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of the related Mortgage, the Trust Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: (i) the existence, condition and ownership of the Mortgaged Properties; (ii) the existence of any hazard or other insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement) or the enforceability thereof; (iii) the existence of the Trust Loan or the contents of the Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant Section 7.02 of this Agreement); (iv) the validity of the assignment of the Trust Loan to the Trust Fund or of any intervening assignment; (v) the completeness of the Mortgage File; the performance or enforcement of the Trust Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement); (vi) the compliance by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of written notice or other discovery of any non-compliance therewith or any breach thereof; (vii) any investment of monies by or at the direction of the Master Servicer or any loss resulting therefrom, the acts or omissions of any of the Depositor, the Certificate

 




-280-



 



 

Administrator, the Operating Advisor, the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Certificate Administrator, the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or any Sub-Servicer or the Borrower; any action of the Master Servicer or Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or any Sub-Servicer taken in the name of the Trustee, except to the extent such action is taken at the express written direction of the Trustee; (viii) the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform any duties required of them on behalf of the Trust Fund or the Trustee hereunder; or (ix) any action by or omission of the Trustee or the Certificate Administrator taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement) unless the taking of such action is not permitted by the express terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator of their respective obligations to perform their duties as specifically set forth in this Agreement. The Trustee or the Certificate Administrator shall not be accountable for the use or application by the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only), the Master Servicer or the Special Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only), the Master Servicer or the Special Servicer in respect of the assignment of the Trust Loan or deposited in or withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve Accounts, any REO Account or any other account maintained by or on behalf of the Certificate Administrator, the Master Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted by applicable law”, the Trustee or the Certificate Administrator, as the case may be, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect, that such payment is not permitted by applicable law. The Depositor is not obligated to monitor or supervise the performance of the Trustee or the Certificate Administrator under this Agreement or otherwise.

 

Section 8.04     Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee or the Certificate Administrator in its individual capacity or any other capacity may become the owner or pledgee of Certificates, and may deal with the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor and the Initial Purchasers in banking transactions, with the same rights it would have if it were not Trustee, Certificate Administrator or such agent, as the case may be.

 




-281-



 



 

Section 8.05          Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification. (a) On each Distribution Date, prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall be entitled to withdraw and pay the Trustee and itself its respective portion of the Trustee/Certificate Administrator Fee, as applicable, as reasonable compensation from amounts remitted to the Lower-Tier Distribution Account (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee and the Certificate Administrator at the Trustee/Certificate Administrator Fee Rate.

 

(b)          In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled (other than the rights of the Special Servicer to receive any Workout Fee specified in Section 3.12(c) of this Agreement in the event that the Special Servicer is terminated).

 

(c)         The Trustee, the Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate Administrator pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), which the Certificate Administrator will be entitled to withdraw from the Distribution Accounts prior to the distribution to Certificateholders to the extent set forth herein and to the extent such payments are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(iii), except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith; provided, however, that, subject to the last paragraph of Section 8.01 and Section 8.02(a)(iii) of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall not refuse to perform any of their respective duties hereunder solely as a result of the failure to be paid their respective portions of the Trustee/Certificate Administrator Fee, or the Trustee’s previously-incurred expenses or, the Custodian’s or Certificate Administrator’s previously-incurred expenses, as applicable. The term “unanticipated expenses incurred by the REMIC” shall include any fees, expenses and disbursement of any separate Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as of the Closing Date and are attributable to the Lower-Tier REMIC or the Upper-Tier REMIC and the losses, liabilities, damages, claims or expenses (including reasonable attorneys’ fees) incurred or advanced by an Indemnified Party in connection with any litigation arising out of this Agreement attributable to the Lower-Tier REMIC or the Upper-Tier REMIC, including, without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and Section 7.01 of this Agreement.

 

The Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements and advances incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or Special Servicer (except in the case of removal

 




-282-



 



 

of the Special Servicer without cause), as applicable, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the negligence, willful misconduct or bad faith of the Trustee.

 

(d)          Each of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer and the Special Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and the Certificate Administrator (in its capacity as Certificate Administrator, the Custodian, Paying Agent and individually) and each of their Affiliates and each of the directors, officers, employees, representatives and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes of this Section 8.05(d), an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder (including in the case of the Master Servicer, any agent of the Master Servicer or Sub-Servicer).

 

The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all losses, liabilities, damages, penalties, fines, forfeitures, judgments, claims or unanticipated expenses (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement, the Trust Loan, the Certificates other than those (i) resulting from the willful misconduct, bad faith, fraud or negligence of the Indemnified Party, as applicable, in the performance of its obligations and duties under this Agreement, (ii) by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the Indemnified Party made in Section 2.04(c) or Section 2.04(d), as applicable, of this Agreement, (iii) as to which such Indemnified Party is entitled to indemnification pursuant to this Section 8.05(d) or (iv) constituting a specific liability imposed on the Indemnified Party by this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.

 

(e)           Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation, removal or termination of the Trustee or the Certificate Administrator, as the case may be, regarding rights accrued prior to such resignation, removal or termination and (with respect to any acts or omissions during its respective tenures) the resignation, removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator, the Certificate Registrar or the Custodian.

 




-283-



 



 


(f)       This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.

 

(g)       Each of the Certificate Administrator, Custodian, Paying Agent and the Trustee (in each case with respect to itself only, for purposes of this Section 8.05(g), an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trust Fund, the Depositor, the Master Servicer and the Special Servicer and their respective Affiliates and each of the directors, officers, employees and agents of the Master Servicer and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.05(g), an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder.

 

(h)       The Certificate Administrator (for purposes of this Section 8.05(h), the “Indemnifying Party”) shall, solely in its capacity as the 17g-5 Information Provider, indemnify each of the Trust Loan Sellers and the Initial Purchasers (each, for purposes of this Section 8.05(h), an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) related to (i) the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard referred to in clause (i) above by the Indemnifying Party.

 

Section 8.06  Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and Certificate Administrator hereunder shall at all times:

 

(i)          be a corporation, national banking association or trust company organized and doing business under the laws of any state or the United States of America,

 

(ii)        (a) with respect to the Trustee, be authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement and (b) with respect to the Certificate Administrator, be authorized to exercise corporate trust powers,

 

(iii)        have a combined capital and surplus of at least $50,000,000,

 




-284-



 



  

(iv)       in the case of the Trustee, have (a) a rating on its long-term senior unsecured debt of at least “A” by Fitch (or a short term debt rating of “F1” by Fitch), (b) a rating on its long term senior unsecured debt rating of “A” by DBRS Morningstar; or (c) as is otherwise acceptable to the Rating Agencies as evidenced by the receipt of a No Downgrade Confirmation,

 

(v)        be subject to supervision or examination by federal and state authority, as applicable, and, in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except, in the case of the Trustee, during any period when the Trustee has assumed the duties of the Master Servicer or Special Servicer, as the case may be, pursuant to Section 7.02 of this Agreement), and

 

(vi)         not be a person that would be a Prohibited Party if it was a proposed Servicing Function Participant.

 

Notwithstanding the foregoing, if the Trustee meets the provisions of clauses (i) through (iii), (v) and (vi) above, but does not meet the provisions of clause (iv) above, the Trustee shall be deemed to meet the provisions of such clause (iv) if it appoints a fiscal agent as a back-up liquidity provider, provided that such fiscal agent meets the provisions of clauses (i) through (vi) above and shall have assumed in writing all obligations of the Trustee to make Advances under this Agreement as and when required of the Trustee. If a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If the place of business from which the Trustee administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of either Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. If at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as the case may be, shall resign immediately in the manner and with the effect specified in Section 8.07 of this Agreement.

 

Section 8.07    Resignation and Removal of Trustee and Certificate Administrator. The Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special Servicer, the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement); provided that such resignation shall not be effective until its successor shall have accepted the appointment. Upon notice of resignation from the Trustee, the Depositor shall promptly appoint a successor trustee acceptable to the Master Servicer, the appointment of which successor is subject to the requirements contained in Section 8.06 of this Agreement. Upon notice of resignation from the Certificate Administrator, the Trustee shall promptly appoint a successor certificate administrator, the appointment of which is subject to the requirements contained in Section 8.06 of this Agreement. If no successor trustee or

 




-285-



 



 

certificate administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor. The Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out of pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.

 

If at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 of this Agreement and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator, as the case may be (or of its property), shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as the case may be (or of its property or affairs), for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Master Servicer may remove the Trustee or the Certificate Administrator, as the case may be, and the Depositor or the Master Servicer shall promptly appoint a successor by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as the case may be, so removed and to the successor.

 

The Certificateholders entitled to at least 50% of the Voting Rights may with cause (at any time) or without cause (at any time with 30 days’ prior written notice), remove the Trustee or the Certificate Administrator and appoint a successor by written instrument or instruments, in seven originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer and Special Servicer, one complete set to the Operating Advisor, one complete set to the Trustee, one complete set to the Certificate Administrator, and one complete set to the successor trustee or certificate administrator, as applicable.

 

In addition, if the Trustee or the Certificate Administrator is terminated without cause, the terminating party shall pay all of the expenses of the Trustee or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities to the successor.

 

In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Trust Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses, indemnities, and other amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on all such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal) and such resignation, termination, or removal shall be effective with respect to each of its other capacities hereunder.

 

In the event that the Certificate Administrator is terminated or removed pursuant to this Section 8.07, (i) all of its rights and obligations under this Agreement and in and to the Trust Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect to periods prior to the date of

 




-286-



 



 

such termination or removal) and (ii) such resignation, termination, or removal shall be effective with respect to each of its other capacities hereunder.

 

Upon the resignation, assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee, (a) the outgoing Trustee, at its own expense without right to reimbursement therefor, shall (A) endorse the original executed Trust Note for the Trust Loan (to the extent that the original executed note for the Trust Loan was endorsed to the outgoing Trustee), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates or in blank, and (B) in the case of the other assignable Loan Documents (to the extent other Loan Documents were assigned to the outgoing Trustee), assign and record Loan Documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect to the Trust Loan, and certify in writing that, as to the Trust Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Trust Note for the Trust Loan was not endorsed to the outgoing Trustee, the Custodian shall deliver such Trust Note to the successor trustee and the Custodian shall cooperate with any successor trustee to ensure that the Trust Note is endorsed (without recourse, representation and warranty, express or implied) to the order of the successor trustee, as trustee for the registered holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, or in blank. If any assignable Loan Document (other than the Trust Note) was not assigned to the outgoing Trustee or if the Trustee is removed pursuant to Section 8.07 without cause, with respect to the Loan Documents identified in clause (B) of the preceding sentence, the Custodian shall deliver the Loan Document to the successor trustee and, if appropriate the Loan Documents shall be recorded at the expense of the Trust and the reasonable cooperation (as determined by the Depositor) of the Depositor.

 

Section 8.08  Successor Trustee and Certificate Administrator. (a) Any successor trustee or certificate administrator shall execute, acknowledge and deliver to the Depositor, the Operating Advisor, the Master Servicer, the Certificate Administrator (or in the case of a successor certificate administrator, to the predecessor Certificate Administrator) and the Trustee, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that such successor shall satisfy the requirements contained in Section 8.06 of this Agreement. The predecessor Trustee or Certificate Administrator, as applicable, shall deliver to its successor all Mortgage Files and related documents and statements held by it hereunder, and the Depositor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor all such rights, powers, duties and obligations. No successor trustee or certificate administrator, as the case may be, shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.06 of this Agreement.

 

Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee hereunder to all Holders of

 




-287-



 



 

Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

 

(b)       Any successor trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06 hereof.

 

Section 8.09    Merger or Consolidation of Trustee or Certificate Administrator. Any corporation into which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator, shall be the successor of the Trustee or the Certificate Administrator, as the case may be, hereunder, provided that such corporation shall be eligible under the provisions of Section 8.06 of this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee or the Certificate Administrator, as applicable, will notify the other parties hereto, and the Certificate Administrator shall post notice of such merger or consolidation to the Certificate Administrator’s Website in accordance with Section 3.14(d) of this Agreement and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).

 

Section 8.10  Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act (at the expense of the Trust) as co-Trustee or co-Trustees, jointly with the Trustee, or separate Trustee 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 to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-Trustee or separate Trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-Trustee(s) or separate Trustee(s) shall be required under Section 8.08 hereof.

 

In the case of any appointment of a co-Trustee or separate Trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate Trustee or co-Trustee jointly (it being understood that such separate Trustee or co-Trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or

 




-288-



 



 

unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate Trustee or co-Trustee solely at the direction of the Trustee.

 

No Trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; provided that except as required by applicable law, the appointment of a co-Trustee or separate Trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate Trustee or co-Trustee, or if the separate Trustee or co-Trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate Trustee or co-Trustee.

 

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate Trustees and co-Trustees, as effectively as if given to each of them. Every instrument appointing any separate Trustee or co-Trustee shall refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate Trustee and co-Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate Trustee or co-Trustee be entitled to any provision relating to the conduct of, affecting the liability of or affording protection to such separate Trustee or co-Trustee that imposes a standard of conduct less stringent than that imposed by the Trustee hereunder, affording greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.

 

Any separate Trustee or co-Trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power 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 in its name. If any separate Trustee or co-Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.

 

ARTICLE IX

TERMINATION

 

Section 9.01  Termination. (a) The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby with respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as hereinafter set forth) shall terminate upon payment (or provision for payment) to the Certificateholders and the Companion Loan Holders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the

 




-289-



 



 

purchase of the Trust Loan and all other property held by the Trust Fund in accordance with Section 9.01(c) of this Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Trust Loan in accordance with Section 9.01(g) of this Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to this Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

 

For purposes of this Section 9.01, the Sole Certificateholder shall have the first option to terminate the Trust Fund, pursuant to subsection Section 9.01(g), and then the Directing Holder, and then the Special Servicer and then the Master Servicer and then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, in that order, pursuant to subsection Section 9.01(c).

 

(b)       The Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall be terminated and the assets of the Trust Fund shall be sold or otherwise disposed of in connection therewith, only pursuant to a “plan of complete liquidation” within the meaning of Section 860F(a)(4)(A) of the Code providing for the actions contemplated by the provisions hereof and pursuant to which the applicable Notice of Termination is given, and requiring that the Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) of this Agreement shall constitute the adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate Administrator (based on information provided by the Master Servicer) in the final federal income tax returns of the Upper-Tier REMIC and the Lower-Tier REMIC. Notwithstanding the termination of the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for each Trust REMIC for the period ending with such termination, and shall retain books and records with respect to each Trust REMIC for the same period of retention for which it maintains its own tax returns or such other reasonable period. The Trustee shall sign all Tax Returns and other reports required by this Section.

 

(c)       The Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period), upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all, but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,

 




-290-



 



 

(i)      the sum of, without duplication

 

(A)      100% the outstanding principal balance of the Trust Loan as of the last day of the month preceding such Anticipated Final Termination Date (less any P&I Advances previously made on account of principal);

 

(B)      the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Final Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;

 

(C)      all unpaid interest accrued on the outstanding principal balance of the Trust Loan (including circumstances where title to the Mortgaged Properties has been acquired) at the Trust Loan Rate to the last day of the Whole Loan Interest Accrual Period preceding such Anticipated Final Termination Date (less any P&I Advances previously made on account of interest);

 

(D)      the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator Fees, the CREFC® License Fee, the Operating Advisor Fee and Trust Fund expenses and indemnity amounts owed by the Trust; and

 

(ii)      the aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund, on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with one month’s interest thereon at the Trust Loan Rate.

 

In the event that the Directing Holder, the Special Servicer, the Master Servicer or the Holder of a majority Percentage Interest in the Class R or Class LR Certificates purchases the Trust Loan and all property acquired in respect of the Trust Loan remaining in the Trust Fund in accordance with this Section 9.01(c), the Directing Holder, the Special Servicer, the Master Servicer or the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, as applicable, shall deposit in the Lower-Tier Distribution Account not later than the Servicer Remittance Date relating to the Anticipated Final Termination Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a) of this Agreement, which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Certificate Administrator for deposit in the Lower-Tier Distribution Account all amounts required to be transferred thereto on the Servicer Remittance Date from the Collection Account, together with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution. The Certificate Administrator shall deposit all amounts deposited into the Lower-Tier Distribution Account into the Upper-Tier Distribution Account for distribution in accordance

 




-291-



 



 

with Section 4.01(a) and (b) of this Agreement. Upon confirmation that such final deposits have been made and upon direction from the Master Servicer, the Custodian shall, release or cause to be released to the Directing Holder, the Special Servicer, the Master Servicer or the Holder of a majority Percentage Interest in the Class R or Class LR Certificates, as applicable, the Mortgage File for the Trust Loan and shall execute all assignments, endorsements and other instruments furnished to it by such purchasing party as shall be necessary to effectuate transfer of the Trust Loan and all property acquired in respect of the Trust Loan remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article IX.

 

As a condition to the purchase of the assets of the Trust Fund pursuant to this Section 9.01(c), the purchaser shall deliver to the Trustee and the Certificate Administrator an Opinion of Counsel, which shall be at the expense of such purchaser, stating that such termination will be a “qualified liquidation” under Section 860F(a)(4)(A) of the Code. All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Trust Loan and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to this subsection (c).

 

Any such party effecting an early termination as described in this Section 9.01(c) may be an affiliate of a Trust Loan Seller.

 

(d)       If the Trust Fund has not been previously terminated pursuant to subsection (c) of this Section 9.01, the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates, based on information with respect to the Trust Loan previously provided to it, that the final distribution will be made (i) to the Holders of outstanding Principal Balance Certificates, notwithstanding that such distribution may be insufficient to distribute in full the Certificate Balance of each Class of Principal Balance Certificates, together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01(b) of this Agreement and (ii) if no such Classes of Principal Balance Certificates are then outstanding, the final distribution shall be made (i) to the Holders of the Class LR Certificates of any amount remaining in the Collection Account or the Lower-Tier Distribution Account, and (ii) to the Holders of the Class R Certificates of any amount remaining in the Upper-Tier Distribution Account.

 

(e)       Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected Certificateholders with a copy to the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Trust Loan Sellers, the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten (10) days, prior to the Anticipated Final Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders shall:

 

(i)          specify the Anticipated Final Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes specified therein;

 




-292-



 



 

(ii)        specify the amount of any such final distribution, if known; and

 

(iii)       state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office of the Paying Agent therein specified.

 

If the Trust Fund is not terminated on any Anticipated Final Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each affected Certificateholder.

 

(f)       Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one (1) year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two (2) years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts, subject to applicable law, to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.

 

(g)       The Sole Certificateholder shall have the right to exchange all of its Regular Certificates, for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided that such Sole Certificateholder compensates the Certificate Administrator for the amount of investment income the Certificate Administrator would have earned if the outstanding Certificate Balance of the then outstanding Principal Balance Certificates were on deposit with the Certificate Administrator as of the first day of the current calendar month and such Sole Certificateholder pays to the Master Servicer as additional compensation an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then-outstanding Principal Balance Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the event that the Sole Certificateholder elects to exchange all of its Certificates for the Trust Loan or REO Property, as applicable, remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder, not later than the Business Day prior to the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing

 




-293-



 



 

to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.06 of this Agreement or that may be withdrawn from the Distribution Accounts pursuant to Section 3.06(f) and Section 3.06(g) of this Agreement, but only to the extent that such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Certificate Administrator for deposit in the Lower-Tier Distribution Account on or Servicer Remittance Date from the Collection Account pursuant to Section 3.05 of this Agreement. Upon confirmation from the Certificate Administrator that such final deposits have been made and following the surrender of all its Certificates (other than the Class R and Class LR Certificates) on the final Distribution Date to the Certificate Administrator, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage File for the Trust Loan or shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Trust Loan or REO Property, as applicable remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article IX. The Trust Loan or REO Property, as applicable, is deemed distributed to the Sole Certificateholder in liquidation of the Trust Fund pursuant to this Article IX. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to (a) if the Trust Loan is a Performing Loan, the remaining Certificate Balance of its Certificates (other than the Class R and Class LR Certificates), plus accrued, unpaid interest with respect thereto, or (b) if the Trust Loan is a Specially Serviced Loan or has been converted to REO Property, the fair market value thereof, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of the Lower-Tier Regular Interests and such Certificates.

 

(h)       The Certificate Administrator shall notify the Trustee, via e-mail, upon the termination of the Trust Fund pursuant to this Section 9.01.

 

ARTICLE X

MISCELLANEOUS PROVISIONS

 

Section 10.01 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a

 




-294-



 



 

manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

 

Section 10.02 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, or entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

 

No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, and nothing herein set forth, or contained in the terms of the Certificates, shall be construed so as to constitute the Certificateholders from time to time as partners or members of an association; and no Certificateholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

 

No Certificateholder or Companion Loan Holder, as applicable, shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, the Trust Loan or the Certificates, unless such Certificateholder or Companion Loan Holder, as applicable, previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Companion Loan Holders or Certificateholders representing Percentage Interests of at least 25% of each affected Class of Certificates, as applicable, have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and has or have offered to the Trustee such security or indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of security or indemnity, shall have failed or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no Certificateholder of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Certificateholder, or to enforce any right under this Agreement, the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class, as applicable. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

 




-295-



 



 

Section 10.03 Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF
THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.

 

Section 10.04  Waiver
of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT,
ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT
OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT OR ANY ASSIGNMENT.

 

TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND
FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT
ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES THE
DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

 

Section 10.05 Notices. Unless otherwise specified in this Agreement, all demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt (except that notices to Holders of Class R and Class LR Certificates or Holders of any Class of Certificates no longer held through a Depository and instead held in registered, definitive form shall be deemed to have been given upon being sent by first-class mail, postage prepaid or by overnight courier) as follows:

 




-296-



 



 

If to the Trustee, to:

 

Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee – CAMB 2021-CX2

 

with a copy to:

 

E-mail: cmbstrustee@wilmingtontrust.com

 

If to the Certificate Administrator, to:

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services – CAMB 2021-CX2

 

with a copy to:

 

Facsimile number: (410) 715-2380
E-mail: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com

 

If to the Custodian, to:

 

Wells Fargo Bank, N.A.

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group CAMB 2021-CX2

E-mail: cmbscustody@wellsfargo.com

 

in the case of surrender, transfer or exchange of the Class HRR Certificates:

Wells Fargo Bank, National Association
9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – CAMB 2021-CX2

Email: riskretentioncustody@wellsfargo.com

 

or in the case of surrender, transfer or exchange of any Certificate (other than the Class HRR Certificates) to:

Wells Fargo Bank, National Association
Certificate Registrar



 




-297-



 



 

600 South 4th Street, 7th Floor MAC N9300-070
Minneapolis, Minnesota 55415
Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2

 

If to the Depositor, to:

Deutsche Mortgage & Asset Receiving Corporation
1 Columbus Circle
New York, New York 10019
Attention: Lainie Kaye

 

with a copy via e-mail to:

E-mail: cmbs.requests@db.com

 

If to the Master Servicer, to:

KeyBank National Association
11501 Outlook Street, Suite 300
Overland Park, Kansas 66211
Attention: Michael A. Tilden
Email: michael_a_tilden@keybank.com

with a copy to:

 

Polsinelli
900 West 48th Place, Suite 900
Kansas City, Missouri 64112
Attention: Kraig Kohring
Email: kkohring@polsinelli.com

 

If to the Special Servicer, to:

 

Situs Holdings, LLC
2 Embarcadero Center, 8th Floor
San Francisco, California 94111
Attention: Stacey Ciarlanti
E-mail: staceyciarlanti@situsamc.com

 

with a copy to:

 

Situs Group, LLC
5065 Westheimer Road, Suite 700E
Houston, Texas 77056
Attention: Legal Department
E-mail: legal@situsamc.com;

 




-298-



 



 

If to the Operating Advisor, to:

 

Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: CAMB 2021-CX2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

 

If to German American Capital Corporation, as a Trust Loan Seller, to:

German American Capital Corporation
1 Columbus Circle
New York, New York 10019
Attention: Lainie Kaye

with a copy via e-mail to:

E-mail: cmbs.requests@db.com

 

If to Bank of America, N.A., as a Trust Loan Seller, to:

 

Bank of America, N.A.
One Bryant Park
Mail Code: NY1-100-11-07

New York, New York 10036
Attention: Director of CMBS Securitization

Email: leland.f.bunch@bofa.com

 

with a copy to:

 

Bank of America Legal Department

150 North College Street

Mail Code: NC1-028-24-02

Charlotte, North Carolina 28255

Attention: W. Todd Stillerman, Esq., Associate General Counsel & Director

Email: todd.stillerman@bofa.com and cmbsnotices@bofa.com

 

If to JPMorgan Chase Bank, National Association, as a Trust Loan Seller, to:

 

JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor
New York, New York 10179
Attention: SPG Syndicate

 




-299-



 



 

Email: ABS_Synd@jpmorgan.com

with a copy to:

JPMorgan Chase Bank, National Association
4 New York Plaza, 21st Floor
New York, New York 10004
Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com

 

If to 3650 Cal Bridge Lending, LLC, as a Trust Loan Seller, to:

 

3650 Cal Bridge Lending, LLC
2977 McFarlane Road, Suite 300
Miami, Florida 33133

 

with copies via email to:

 

Jonathan Roth
Email: jroth@3650reit.com

 

and

 

Mark A. Jefferis, General Counsel and Chief Compliance Officer
Email: mjefferis@3650reit.com

 

If to Deutsche Bank Securities Inc., as an Initial Purchaser, to:

Deutsche Bank Securities Inc.
Commercial Mortgage-Backed Securities
1 Columbus Circle
New York, New York 10019
Attention: Lainie Kaye

 

If to BofA Securities, Inc., as an Initial Purchaser, to:

 

Bank of America, N.A.
One Bryant Park
Mail Code: NY1-100-11-07

New York, New York 10036
Attention: Director of CMBS Securitization

Email: leland.f.bunch@bofa.com

 

with a copy to:

 

Bank of America Legal Department

150 North College Street

 




-300-



 



 

Mail Code: NC1-028-24-02

Charlotte, North Carolina 28255

Attention: W. Todd Stillerman, Esq., Associate General Counsel & Director

Email: todd.stillerman@bofa.com and cmbsnotices@bofa.com

 

If to J.P. Morgan Securities LLC, as an Initial Purchaser, to:

J.P. Morgan Securities LLC
383 Madison Avenue, 8th Floor
New York, New York 10179
Attention: SPG Syndicate

Email: ABS_Synd@jpmorgan.com

with a copy to:

J.P. Morgan Securities LLC
4 New York Plaza, 21st Floor
New York, New York 10004
Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com

 

If to any Certificateholder, to:

the address set forth in the Certificate Register

 

If to the 17g-5 Information Provider, electronically to:

17g5informationprovider@wellsfargo.com
(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically with a subject reference of “CAMB 2021-CX2” and an identification of the type of information being provided in the body of such electronic mail)

 

or, in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other parties hereto.

 

Section 10.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

 

Section 10.07  Notice to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall promptly provide notice to the Depositor, the Initial Purchasers, the Trustee, and the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5

 




-301-



 



 

Information Provider’s Website), with respect to each of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge and to the extent the below information has not already been provided to the Depositor, the Initial Purchasers, the Trustee, and the 17g-5 Information Provider pursuant to the terms of this Agreement:

 

(i)          any material change or amendment to this Agreement;

 

(ii)         the occurrence of any Servicer Termination Event that has not been cured;

 

(iii)        the merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee; and

 

(iv)        the repurchase of Trust Loan pursuant to Section 2.03(e) of this Agreement.

 

(b)        The Certificate Administrator shall promptly furnish to the Depositor, the Initial Purchasers, and the 17g-5 Information Provider (which shall promptly post such materials to the 17g-5 Information Provider’s Website):

 

(i)          notice of the final payment to any Class of Certificateholders;

 

(ii)         notice of any change in the location of the Distribution Accounts; and

 

(iii)        each report to Certificateholders described in Section 4.02 and Section 3.13 of this Agreement.

 

(c)        The Master Servicer shall promptly furnish to the 17g-5 Information Provider (which shall promptly post such materials to the 17g-5 Information Provider’s Website):

 

(i)         Upon request from the Rating Agencies, a copy of each rent roll and each operating and other financial statement and occupancy reports, to the extent such information is required to be delivered under the Trust Loan, in each case to the extent collected pursuant to Section 3.03 of this Agreement;

 

(ii)          notice of any change in the location of the Collection Account,

 

(iii)         a copy of any notice with respect to a breach of a representation or warranty with respect to the Trust Loan;

 

(iv)         any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;

 

(v)          any change in the lien priority of the Trust Loan;

 

(vi)         any material damage to the Mortgaged Properties;

 

(vii)        any amendment to any intercreditor agreement or the Co-Lender Agreement; and

 




-302-



 



 

(viii)          any amendment, modification, consent or waiver to or of any provision of the Trust Loan (including any modification to the related Loan Documents that remove a requirement for a No Downgrade Confirmation).

 

(d)        Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written notice of the events or information specified in Section 3.14(d) to the Rating Agencies at the address listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, and the Certificate Administrator and Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.14(d). Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.

 

Notices to each Rating Agency shall be addressed as follows:

 

DBRS, Inc.
22 West Washington Street

Chicago, Illinois 60602

Attention: CMBS Surveillance

Email: CMBS.surveillance@morningstar.com

 

Fitch Ratings, Inc.
300 West 57th Street
New York, NY 10019
Attention: Commercial Mortgage Surveillance Group
Facsimile No.: (212) 635-0295
Email: info.cmbs@fitchratings.com

 

or in each case to such other address as a Rating Agency shall specify by written notice to the parties hereto.

 

(e)        In connection with the delivery by the Master Servicer or the Special Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or Special Servicer, as applicable, of when such information, report, notice or document has been posted to the 17g-5 Information Provider’s Website. The Master Servicer or Special Servicer, as applicable, may, but is not obligated to, send such information, report, notice or other document to the applicable Rating Agency so long as such information, report, notice or document was (i) previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.

 

Section 10.08  Amendment. This Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor without the consent of any of the

 




-303-



 



 

Certificateholders or the Companion Loan Holders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions herein to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein; (iii) to amend any provision hereof to the extent necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or the Companion Loan Securities by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or interests of any Certificateholder or Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of this Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related to the risk retention requirements in the event of such repeal, in each case, subject to the consent of the Retaining Sponsor, not to be unreasonably withheld; and (vi) to modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification would not (a) materially increase the obligations or decrease the rights of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such parties’ consent; (b) reduce the consent or consultation rights or the right to receive information under this Agreement of the Directing Holder without the consent of the Directing Holder or (c) adversely affect in any material respect the interests of any Certificateholders or Companion Loan Holders not consenting thereto, as evidenced by in the case of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation with respect to any Companion Loan Securities; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider (which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(c) of this Agreement). In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the Grantor Trust to tax.

 

This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the Holders of Certificates representing not less than 66-2⁄3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the

 




-304-



 



 

Depositor’s Affiliates and/or agents or the Trust Loan Sellers) and any Companion Loan Holder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment may:

 

(i)        reduce in any manner the amount of, or delay the timing of, payments received on the Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to the Companion Loan Holders without the consent of the Companion Loan Holders;

 

(ii)       alter the Servicing Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance, Administrative Advance or a Property Advance, without the consent of the Holders of the Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of each Companion Loan Holder (if affected thereby);

 

(iii)     change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under this Agreement without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of each Companion Loan Holder (if affected thereby); or

 

(iv)      amend any section hereof which relates to the amendment of this Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of each Companion Loan Holder (if affected thereby).

 

Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor, at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend this Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or Companion Loan Holder or (ii) to comply with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.

 

In the event that neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 10.08 shall be effective with the consent of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer, in writing, and to the extent required by this Section 10.08, the Certificateholders and the Companion Loan Holders. Promptly after the execution of any amendment, the requesting party shall forward to the Trustee, the Certificate Administrator, the Operating Advisor, the Master

 




-305-



 



 

Servicer and the Special Servicer, and the Certificate Administrator shall furnish a copy of such amendment to each Certificateholder, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).

 

It shall not be necessary for the consent of Certificateholders under this Section 10.08 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders and the Companion Loan Holders shall be subject to such reasonable regulations as the Trustee may prescribe; provided, however, that such method shall always be by affirmation and in writing.

 

Notwithstanding any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless the Trustee and the Certificate Administrator have received an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee for any purpose described in clause (i), (ii) or (iii) of first sentence of this Section, then at the expense of the Trust Fund) confirming that such amendment is authorized or permitted by this Agreement and that all conditions precedent with respect thereto have been satisfied, respectively, hereunder and such amendment will not cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or affect the status of the Grantor Trust as a grantor trust at any time that any Certificates are outstanding, or cause a tax to be imposed on the Trust Fund, the Grantor Trust or either Trust REMIC.

 

Prior to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel and an Officer’s Certificate, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee for any purpose described in clause (i), (ii) or (iii) of the first sentence of this Section 10.08 (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Trust Fund) stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent with respect thereto have been satisfied. The Trustee, the Certificate Administrator or the Operating Advisor may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s, the Certificate Administrator’s or the Operating Advisor’s own rights, duties or immunities under this Agreement.

 

Notwithstanding any contrary provision contained in this Agreement, no amendment shall be made to this Agreement (i) that adversely affects the rights, including (without limitation) as a third-party beneficiary hereunder, and/or obligations of the Trust Loan Sellers (including, without limitation, under any Trust Loan Purchase Agreement) or the Initial Purchasers without the consent of the Trust Loan Sellers or the Initial Purchasers, as applicable or (ii) that adversely affects the rights, including (without limitation) as a third-party beneficiary hereunder, and/or obligations of any Companion Loan Holder without the consent of such Companion Loan Holder.

 




-306-



 



 

Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider which shall post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement, and thereafter, the Certificate Administrator shall furnish a copy of such amendment to each Certificateholder, the Operating Advisor, the Companion Loan Holders, the Depositor, the Master Servicer, the Special Servicer, and the Initial Purchasers.

 

Section 10.09 Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Trust Loan) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Depositor of the undivided portion of the beneficial interest in the Trust Fund represented by the Certificates. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is held to continue to be property of the Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Trust Fund provided for herein shall be deemed to be a grant by the Depositor to the Trustee on behalf of Certificateholders of a first priority security interest in all of the Depositor’s right, title and interest in and to the Trust Fund and all amounts payable to the holders of the Trust Loan in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, the Distribution Accounts, the Interest Reserve Account and any REO Account whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee (or the Custodian on its behalf) of Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the New York Uniform Commercial Code; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request and direction of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Loan, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.

 

Section 10.10 No Intended Third-Party Beneficiaries. Except as specified in Section 10.12 of this Agreement, no Person other than a party to this Agreement, the Trust Loan Sellers, the Initial Purchasers or any Certificateholder shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the

 




-307-



 



 

parties to this Agreement specifically state that no Borrower, Manager or other party to the Trust Loan is an intended third-party beneficiary of this Agreement.

 

Section 10.11 Entire Agreement. This Agreement, together with the Co-Lender Agreement, contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understanding, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersedes any course of performance or usage of the trade inconsistent with any of the terms hereof.

 

Section 10.12   Third Party Beneficiaries. Each of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer acknowledge that (i) each Trust Loan Seller and each Initial Purchaser is a third party beneficiary with respect to Section 8.05(h) of this Agreement, the obligations of any such party to deliver information to the 17g-5 Information Provider hereunder and the obligations of the 17g-5 Information Provider to post information to the 17g-5 Information Provider’s Website and the express obligations of any party hereto to deliver documents, notices, information or funds to each of the Trust Loan Seller, (ii) each Trust Loan Seller is a third party beneficiary in respect of the rights afforded it under this Agreement and may directly enforce such rights, (iii) each Initial Purchaser is a third party beneficiary with respect to its rights to receive any notices, documents, certifications and/or information hereunder and its rights under Section 10.08 of this Agreement, (iv) each holder of a Companion Loan and any related Other Depositor is an intended third party beneficiary in respect of the rights afforded it under this Agreement and may directly (or, in the case of the holder of a Companion Loan, the related Other Servicer may) enforce such rights, and (v) each of the Companion Loan Service Providers under an applicable Other Pooling and Servicing Agreement is an intended third party beneficiary under this Agreement with respect to any provision herein expressly relating to compensation, reimbursement or indemnification of such Companion Loan Service Provider and the provisions regarding the coordination of Advances.

 

ARTICLE XI

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

 

Section 11.01  Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Section 11.07, Section 11.08 and Section 11.09, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, and any Companion Loan Securities, each

 




-308-



 



 

of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Custodian, as applicable, and any Sub-Servicer, or the servicing of the Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or any Other Depositor, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

 

Section 11.02  Succession; Sub-Servicers; Subcontractors. (a) For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.07 of this Agreement), in connection with the succession to the Master Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer” meeting the criteria contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and Special Servicer or any such Sub-Servicer, the Master Servicer or Special Servicer, as applicable (depending on whether such succession involves it or one of its Sub-Servicers), or (iii) that is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 3.22 or Section 7.02, the Master Servicer, the Special Servicer or any Servicing Function Participant (with respect to the foregoing clauses (i) and (ii)) or the successor Master Servicer or the successor Special Servicer (with respect to the foregoing clause (iii)) shall, as a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such succession pursuant to this Agreement, provide to the Depositor and any Other Depositor as to which the Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to each such Other Depositor, all information relating to such successor servicer reasonably requested by any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).

 

(b)       For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, any

 




-309-



 



 

Sub-Servicer, the Certificate Administrator, the Trustee and the Custodian (each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Custodian and each Sub-Servicer, for purposes of this Section 11.02(b) and Section 11.02(c), a “Servicing Party”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request provide to any Other Depositor as to which the Companion Loan is affected, a written description (in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function Participant to comply with the provisions of Section 11.08 and Section 11.09 of this Agreement to the same extent as if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit AA, shall use commercially reasonable efforts to obtain from such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.08 and Section 11.09 of this Agreement, in each case, as and when required to be delivered.

 

(c)       For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing, if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement (other than such agreements relating to a Sub-Servicer set forth in Exhibit AA) shall be effective until five (5) Business Days after such written notice is received by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting Party as to which the Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).

 

(d)       For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of

 




-310-



 



 

applicable law or any applicable confidentiality agreement, no later than the time required under Section 11.06 of this Agreement) and shall furnish pursuant to Section 11.06 of this Agreement to each Other Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).

 

Section 11.03  Other Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Custodian shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit AA, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the Exchange Act.

 

Section 11.04  Form 10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within five (5) calendar days after the related Distribution Date (using commercially reasonable efforts), (i) the parties as set forth on Exhibit W to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit W to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit AA, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit Z to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit W to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.

 

Section 11.05  Form 10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, by March 1st, commencing in March 2022, (i) the parties listed on Exhibit X to this Agreement shall be required to provide (and with respect to any Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information

 




-311-



 



 

required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit X to this Agreement applicable to such party, and (ii) the parties listed on Exhibit X to this Agreement shall include with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit AA, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit Z to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit X to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.

 

Section 11.06  Form 8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable efforts), but in no event later than the end of business (New York City time) on the second Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Y to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Sub-Servicer set forth on Exhibit AA, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties, any Form 8-K Disclosure Information described on Exhibit Y to this Agreement as applicable to such party, if applicable, and (ii) the parties listed on Exhibit Y to this Agreement shall include with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit AA, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit Z. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Y of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.

 

Section 11.07  Annual Compliance Statements. On or before March 1 of each year, commencing in 2022, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any

 




-312-



 



 

Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian, any Additional Servicer and each Servicing Function Participant, each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit AA with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the Master Servicer, Special Servicer, the Certificate Administrator, the Trustee and the Custodian, a “Certifying Servicer”) to the Certificate Administrator, the Operating Advisor (with respect to the Special Servicer only) and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and of such Person’s performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.07 shall be made available to any Privileged Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s Website. Notwithstanding the foregoing, the Trustee shall not be required to deliver an annual compliance statement with respect to any period during which there was no Relevant Servicing Criteria applicable to it.

 

Section 11.08  Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year, commencing in 2022, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee and the Custodian, each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing

 




-313-



 



 

Function Participant that is a Sub-Servicer set forth on Exhibit AA with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Operating Advisor (with respect to the Special Servicer only) and the 17g-5 Information Provider (who shall promptly post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a report on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 11.08 shall be provided to any Certificateholder, upon the written request therefor, by the Certificate Administrator. Notwithstanding the foregoing, the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it.

 

Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria.

 

(b)       On the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee each acknowledge and agree that Schedule I to this Agreement sets forth the Relevant Servicing Criteria for such party.

 

(c)       No later than 30 days after the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee and the Custodian shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function

 




-314-



 



 

Participant. When the Master Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee and the Custodian submit their assessments pursuant to Section 11.08(a) of this Agreement, such parties, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.09) of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31 of each calendar year.

 

(d)       In the event the Master Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee or the Custodian is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer set forth on Exhibit AA, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it to provide (and the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Custodian shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance pursuant to this Section 11.08, coupled with an attestation as required in Section 11.09 in respect of the period of time that the Master Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee or the Custodian was subject to this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing agreement.

 

Section 11.09  Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2022, the Master Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee and the Custodian, each at its own expense, shall cause (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit AA with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website), to the Operating Advisor (with respect to the Special Servicer only), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment

 




-315-



 



 

of compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of all statements delivered pursuant to this Section 11.09 shall be made available to any Privileged Person by the Certificate Administrator posting such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b). Notwithstanding the foregoing, the Trustee shall not be required to deliver an annual independent public accountants’ servicing report with respect to any period during which there was no Relevant Servicing Criteria applicable to it.

 

For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian or any Servicing Function Participant, the Depositor and each Other Depositor may review the report and, if applicable, consult with the Master Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.

 

Section 11.10  Significant Obligor. With respect to a Companion Loan that an applicable Other Depositor has notified the Master Servicer in writing that any Mortgaged Property is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes such Companion Loan and of the distribution date in such Other Pooling and Servicing Agreement, the Master Servicer shall, solely to the extent the Master Servicer is in receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) (beginning with the first calendar quarter following receipt of such notice from the Other Depositor) or the updated financial statements of such “significant obligor” for any calendar year (beginning with the first calendar year following receipt of such notice from the Other Depositor), as applicable, from the Borrowers or the Special Servicer, as applicable, deliver to the Other Certificate Administrator on or prior to the day that occurs two Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs 12 or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or 17 or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such “significant obligor”, together with the net operating income of such significant obligor for the applicable period as calculated by the Master Servicer in accordance with the CREFC® guidelines and (B) if such financial statement receipt occurs less than 12 Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than 17 Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as

 




-316-



 



 

applicable, such financial statements of such “significant obligor”, together with the net operating income for the applicable period as reported by the Borrowers in such financial statements.

 

If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization Trust that includes such related Companion Loan (and shall cause each applicable sub-servicing agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the Borrowers under the Loan Documents.

 

The Master Servicer shall (and shall cause each applicable sub-servicing agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrowers to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.

 

Section 11.11  Sarbanes-Oxley Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer and the Special Servicer shall provide (and with respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying Person”) no later than March 15 of the year following the year to which the Form 10-K of such Other Securitization Trust relates or, if March 15 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit BB, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.11 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver such certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it.

 

Notwithstanding the foregoing, nothing in this Section 11.11 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Sub-Servicer listed on Exhibit AA or a Sub-Servicer appointed pursuant to Section 3.01(c)), (ii) to certify information other than to such

 




-317-



 



 

Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.

 

Section 11.12 Indemnification. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian (if the Custodian is a separate entity from the Certificate Administrator), the Certificate Administrator and the Trustee shall indemnify and hold harmless each Certification Party, the Depositor (and any Other Depositor related to an Other Securitization Trust that includes such Companion Loan), their respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization Trust that includes such Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization Trust that includes such Companion Loan) under this Article XI by the time required after giving effect to any applicable grace period or cure period, (ii) any untrue statement or alleged untrue statement of a material fact contained in any information (x) regarding such party or any Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than a Trust Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party in connection with the performance of such party’s obligations described in this Article XI, or the omission or alleged omission to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the applicable party shall be entitled to participate in any action arising out of the foregoing and the Depositor shall consult with such party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto, (iii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Trust Loan Seller Sub-Servicer) to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization Trust that includes such Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization Trust that includes such Companion Loan) under this Article XI by the time required after giving effect to any applicable grace period and cure period or (iv) any Deficient Exchange Act Deliverable.

 

In addition, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor or the Other Depositor as necessary for the Depositor or the Other Depositor to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).

 




-318-



 



 

In connection with comments provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor or Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or Other Depositor’s filing of such report, the Depositor or Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s or Other Depositor’s response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or Other Depositor informed of its progress with the Commission and copy the Depositor or Other Depositor on all correspondence with the Commission and provide the Depositor or Other Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor (or Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.

 

The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Custodian shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Trust Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Trust Loan to indemnify and hold harmless each Certification Party from and against any losses, damages,

 




-319-



 



 

penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing Agreement, as applicable or (ii) any Deficient Exchange Act Deliverable.

 

If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, each Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall, and the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant with which it has entered into a servicing relationship (other than (x) a party to this Agreement or (y) a Trust Loan Seller Sub-Servicer) with respect to the Trust Loan to contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article XI. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) Trust Loan Seller Sub-Servicers) with which it has entered into a servicing relationship with respect to the Trust Loan to agree to the foregoing indemnification and contribution obligations.

 

Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party. In case any such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably withheld or delayed), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties and, in the case of an investigation by the Commission, any parties that are, or whose reporting materials are, the subject of such investigation) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party fails within a reasonable period of time to designate counsel that is reasonably satisfactory to the indemnified party (which approval shall not be unreasonably withheld or delayed). In no event

 




-320-



 



 

shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. However, if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under this Agreement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such settlement (i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault by the indemnified party, without the consent of the indemnified party.

 

Section 11.13 Amendments. This Article XI may be amended by the parties hereto pursuant to Section 11.08 of this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, No Downgrade Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.

 

Section 11.14 Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article XI; provided that such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment.

 

Section 11.15 Termination of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Certificate Administrator, the Trustee and the Custodian, as applicable, shall (i) cause each Sub-Servicing Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer to any deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or as otherwise contemplated by this Article XI and (ii) promptly notify the Depositor and any Other Depositor following any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or as otherwise contemplated by this Article XI. The Depositor and any Other Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor and any Other Depositor to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Master Servicer, the Certificate Administrator, the Trustee or the Custodian, as applicable, may have to terminate such Sub-Servicing Agreement.

 




-321-



 



 

Section 11.16  Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a) Any other provision of this Article XI to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article XI, in connection with the requirements contained in this Article XI that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice (which shall only be required to be delivered once and each party shall be entitled to conclusively rely on such notice until a Responsible Officer thereof has received a subsequent notice), setting forth the contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 11.07, Section 11.08 and Section 11.09 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect. Any reasonable cost and expense of the Master Servicer, Special Servicer, Trustee, Certificate Administrator and Custodian in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified in this Article XI to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under this Article XI in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article XI with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such items; provided that no such confirmation shall be required in connection with any delivery of the items contemplated by Section 11.07, Section 11.08 and Section 11.09 of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.

 

(b)       Each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Custodian shall, upon reasonable prior written request given in accordance with the terms of Section 11.16(a) above, and subject to a right of the Master Servicer, Special Servicer, Certificate Administrator, Trustee or Custodian, as the case may be, to review and approve such disclosure materials, permit the Companion Loan Holders to use such party’s description contained in the Offering Circular (updated as appropriate by the Master Servicer, the Special Servicer, Certificate Administrator, Trustee or Custodian, as applicable, at the reasonable

 




-322-



 



 

cost of the Other Depositor) for inclusion in the disclosure materials relating to any securitization of a Companion Loan.

 

(c)       The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Custodian, upon reasonable prior written request given in accordance with the terms of Section 11.16(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to the updated description referred in Section 11.16(b) with respect to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, or their respective counsel, in connection with the information concerning such party in the Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, or their respective legal counsel, as the case may be, and sufficient to comply with Regulation AB). None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall be obligated to deliver any such item with respect to the securitization of a Companion Loan if it did not deliver a corresponding item with respect to this Trust.

 

[NO FURTHER TEXT ON THIS PAGE]

 




-323-



 



 


 





IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the
day and year first above written.


 





	 	DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION, as Depositor
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name:	Matt Smith
	 	 	Title:	Director
	 	 	 
	 	By:	/s/ Robert-Christopher Jones
	 	 	Name:	 Robert-Christopher Jones
	 	 	Title:	Director
	 	 	 	 
	 	keybank national association, as Master Servicer
	 	 	 
	 	By:	/s/ Michael A. Tilden
	 	 	Name:	Michael A. Tilden
	 	 	Title:	Vice President
	 	 	 
	 	SITUS HOLDINGS, LLC as Special Servicer
	 	 	 
	 	By:	/s/ Adriana Boudreaux
	 	 	Name:	Adriana Boudreaux
	 	 	Title:	Deputy General Counsel







 





CAMB
2021-CX2 – Trust and Servicing Agreement





 




     


     


    


 


 










	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,


	 	as Trustee






	 	 	 
	 	By: 



	/s/ Patrick A. Kanar
	 	 	Name:	Patrick A. Kanar
	 	 	Title: 	Banking Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator, Custodian and Paying Agent
	 	 
	 	By: COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	/s/ Linda Lopez
	 	 	Name:	 Linda Lopez
	 	 	Title:	Assistant Vice President










 





	 	PARK BRIDGE LENDER SERVICES LLC, as Operating Advisor
	 	 	 	 
	 	By:	Park Bridge Advisors LLC,
	 	 	its sole member
	 	 	 	   
	 	 	By:	Park Bridge Financial LLC,
	 	 	 	its sole member
	 	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title:   Managing Member
	 	 	 	 	 
	 	 	 	 







CAMB
2021-CX2 – Trust and Servicing Agreement


 






     


     


    

 





	STATE OF KANSAS	)
	 	: ss.:
	COUNTY OF JOHNSON 	)



 


On the 5 day
of November in the year 2021, before me, the undersigned, personally appeared Michael A. Tilden, proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument,
the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual
made such appearance before the undersigned in the Overland Park (insert the city or other political subdivision and the
state or county or other place the acknowledgment was taken).


 





	 	/s/ Katherine Cain-Espeland
	 	Signature and Office of individual taking acknowledgment



 


This instrument prepared by:






	 	 	 
	Name:	Sidley Austin LLP	STATE OF 	KATHERIAN CAIN-ESPELAND
	Address:
	787 Seventh Avenue

        New York, New York 10019
	NOTARY

PUBLIC

KANSAS	My Appointment Expires

March 9, 2022



 







 


CAMB
2021-CX2 – Trust and Servicing Agreement


 




     


     


    


 





	STATE OF State of Delaware	)
	 	: ss.:
	COUNTY OF New Castle County	)


 


On the 4th day
of November in the year 2021, before me, the undersigned, personally appeared Patrick A. Kanar, proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument,
the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual
made such appearance before the undersigned in the Wilmington, Delaware (insert the city or other political subdivision
and the state or county or other place the acknowledgment was taken).


 





	 	/s/ Chad N. May	
	 	Signature and Office of individual taking acknowledgment


   





	This instrument prepared by:	CHAD N. MAY
	 	MY COMMISSSION
	Name:	Sidley Austin LLP	 
	Address:	787 Seventh Avenue	EXPIRES
	 	New York, New York 10019	04-06-2024
	 	 
	 	NOTARY PUBLIC
	 	STATE OF DELWARE



 









 


CAMB
2021-CX2 – Trust and Servicing Agreement


 




     


     


    


 





	STATE OF MN	)
	 	: ss.:
	COUNTY OF Hennepin	)


 


On the 5 day
of November in the year 2021, before me, the undersigned, personally appeared Linda Lopez, proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual made
such appearance before the undersigned in the Minneapolis MN (insert the city or other political subdivision and the state
or county or other place the acknowledgment was taken).


 





	 	/s/ Mary Monson-Owen
	 	Signature and Office of individual taking acknowledgment


 





	 	 
	This instrument prepared by:	MARY GOY MONSON-OWEN
	 	NOTARY PUBLIC MINNESOTA
	Name:	Sidley Austin LLP	MY COMMISSION
    EXPIRES 01/31/2025
	Address:	787 Seventh Avenue	 
	 	New York, New York 10019	 





 


CAMB
2021-CX2 – Trust and Servicing Agreement


 




     


     


    


 





	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF  NEW YORK	)


 


On the 4th
day of November in the year 2021, before me, the undersigned, a Notary Public in and for the state of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me Known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of park Bridge Advisor LLC, which in turn
is the Sole member of park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


 





	 	/s/ Niaja Williams Mowatt
	 	NOTARY PUBLIC in and for the

 State of New York


 


[SEAL] 


 





	My Commission expires:	3/31/24	 
	 	(Date)	 



 





	 	NIAJA WILLIAMS MOWATT	 
	 	Notary Public - State of New York	 
	 	No. 01W1618424	 
	 	Qualified in Suffolk County 	 
	 	My Commission Expire 3/31/24	 



 


CAMB
2021-CX2 – Trust and Servicing Agreement


 




     


     


    







 


SCHEDULE I


 


SERVICING CRITERIA TO
BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria” (with each
Servicing Function Participant deemed to be responsible for the items applicable to the functions it is performing and for which
the party that retained such Servicing Function Participant is responsible):


 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
        Master Servicer

Special Servicer

        Certificate Administrator

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
        Master Servicer

Special Servicer

        Certificate Administrator

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer

Special Servicer
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	
        Master Servicer

Special Servicer

        Certificate Administrator




 






    Sch. I - 1 


     


    

 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 






	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Master Servicer

Special Servicer
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	
        Master Servicer

        Trustee

	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
        Master Servicer

Special Servicer

        Certificate Administrator

	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	
        Master Servicer

Special Servicer

        Certificate Administrator

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Master Servicer

Special Servicer



 






    Sch. I -
                                                                                     2 


     


    

	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 



	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	
        Master Servicer

Special Servicer

        Certificate Administrator

	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	
        Master Servicer

Special Servicer

        Custodian




 






    Sch. I - 3 


     


    

 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 



	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Master Servicer

Special Servicer
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer



 






    Sch. I -
                                                                                     4 


     


    

 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 



	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A



 



    Sch. I -
                                                                                     5 


     


    


 


SCHEDULE II


 


INITIAL COMPANION LOAN HOLDERS


	Initial Companion Loan Holder	Address
	 	 
	DBR Investments Co. Limited

(Promissory Note A-1-2, Promissory Note A-1-3, Promissory Note A-1-4, Promissory Note A-1-5, Promissory Note A-1-6, Promissory Note A-1-7, Promissory Note A-1-8 and Promissory Note A-1-9 Holder) 	
         

        DBR
        Investments Co. Limited

        1 Columbus Circle

        New York, New York 10019

        Attention: Robert W. Pettinato, Jr.

        Facsimile No. (212) 797-4489

        Email: Robert.Pettinato@db.com

         

        With
        a copy to:

         

        DBR
        Investments Co. Limited

        1 Columbus Circle

        New York, New York 10019

        Attention: General Counsel

        Facsimile No. (646) 736-5721

        Email: cmbs.requests@db.com

         

	Bank of America, N.A. 

(Promissory Note A-2-2, Promissory Note A-2-3, Promissory Note A-2-4 and Promissory Note A-2-5 Holder)	
        Bank of America, N.A.

        One Bryant Park

        Mail Code: NY1-100-11-07

        

        New York, New York 10036

        Attention: Director of CMBS Securitization

         Email:
leland.f.bunch@bofa.com

         

        With a copy to:

         

        Bank of America Legal
        Department

        

        150 North College Street

         Mail Code:
NC1-028-24-02

        

        Charlotte, North Carolina
        28255

         Attention:
W. Todd Stillerman, Esq., Associate General Counsel & Director

        

        Email: todd.stillerman@bofa.com
        and cmbsnotices@bofa.com

        

	JPMorgan Chase Bank, National Association

 (Promissory Note A-3-2 and Promissory Note A-3-3 Holder)	JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate

Email:  ABS_Synd@jpmorgan.com



with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal

Email:  US_CMBS_Notice@jpmorgan.com



 






    Sch. II -
                                                                                     1 


     


    

 


	3650 Cal Bridge Lending, LLC

(Promissory Note A-4-2 and Promissory Note A-4-3 Holder)	
        3650
        Cal Bridge Lending, LLC

        2977 McFarlane Road, Suite 300

        Miami, Florida 33133

         

        with
        copies via email to:

         

        Jonathan
        Roth

        Email: jroth@3650reit.com

         

        and

         

        Mark
        A. Jefferis, General Counsel and Chief Compliance Officer

        Email: mjefferis@3650reit.com

         





 






    Sch. I -
                                                                                     2 


     


    









 










EXHIBIT
A-1


 


FORM
OF CLASS A [RULE 144A]1 [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE Securities Act, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”),
TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING
FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,


 





 



  


1
For Rule 144A Global Certificates only.


 


2 For
Reg S Global Certificates only.


 


3 Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


4 Global
Certificate legend.



 






    A-1-1


     


    

 


(3) TO AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE Securities
Act OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH “ACCREDITED INVESTORS” AS SUCH TERM IS DEFINED
IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR
RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.
A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE TRUST
AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE)
AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA)), UNLESS (X) THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON THE
EXEMPTION GRANTED TO (I) DEUTSCHE BANK SECURITIES INC., AS DEPARTMENT FINAL AUTHORIZATION NUMBER 97-03E, (II) J.P. MORGAN SECURITIES
LLC, AS PROHIBITED TRANSACTION EXEMPTION 2002-19, AND (III) BOFA SECURITIES,


 






    A-1-2


     


    

 


INC., AS PROHIBITED TRANSACTION EXEMPTION 93-31,
58 FED. REG. 28,620 (MAY 14, 1993), EACH AS AMENDED BY PROHIBITED TRANSACTION EXEMPTION 2013-08 (COLLECTIVELY, THE “EXEMPTION”)
AND IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THIS CERTIFICATE MUST
BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY A RATING AGENCY SET FORTH THEREIN
AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (Y) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE
OF FUNDS USED TO ACQUIRE OR HOLD THIS CERTIFICATE OR INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS
SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND (3) THE CONDITIONS IN SECTIONS I
AND III OF PTCE 95-60 HAVE BEEN SATISFIED WITH RESPECT TO THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE OR (Z)
IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE WILL
NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN


 






    A-1-3


     


    

 


SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1


 





 



 


1
For Reg S Global Certificates only.


 




    A-1-4


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A


 


	Class A
    Pass-Through Rate: A per annum rate equal to 2.700%	 	CUSIP: 12477BAA21

                                                                                               U1308RAA22

 12477BAB03

         

        ISIN:    US12477BAA264

        USU1308RAA24
5

US12477BAB096

	Original
    Aggregate Certificate Balance of the

    Class A Certificates: $200,690,000	  	Initial
    Certificate Balance of this Certificate: $[______] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULES OF EXCHANGES ATTACHED)]
	First
    Distribution Date:  December 10, 2021	 	Cut-off
    Date: November 6, 2021
	Assumed
    Final Distribution Date: November 2031	 	No.:
    A- [__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A Certificates. The Trust Fund, described more fully below, consists primarily of a Trust
Loan secured by, among other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences
laboratory and office buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National


 





 











 


1
For Rule 144A Certificates.


 


2
For Regulation S Certificates.


 


3
For IAI Certificates.


 


4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.



 


6 For
IAI Certificates.


 






    A-1-5


     


    

 


Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021. Holders of this Certificate may be entitled to Prepayment Charges as provided in the Trust and Servicing Agreement.


 


During
each Certificate Interest Accrual Period (as defined below), interest on the Class A Certificates will be calculated based on
a 360-day year consisting of twelve 30-day months, on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during a Certificate Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with
respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Trust and
Servicing Agreement. The “Certificate Interest Accrual Period” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. The Certificate Interest Accrual Period is assumed
to consist of 30 days.


 






    A-1-6


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such
amounts to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Trust and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances,
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any


 






    A-1-7


     


    

 


interest of the Companion Loan Holder) (i) the Trust Loan, together with
the Mortgage File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan
due after the Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities
or guaranties given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account
attributable to the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the
REO Account, including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements
relating to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the
Mortgaged Property; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements
with respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi)
the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrowers).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 






    A-1-8


     


    

 


provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk
Retention Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed in whole
or in part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the
affected provision(s) related to the risk retention requirements in the event of such repeal; provided that no such modification,
elimination or addition may change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust
and Servicing Agreement or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and
(vi) to modify the procedures of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such modification would not (a) materially increase the obligations or decrease the rights of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master
Servicer or the Special Servicer without such parties’ consent, (b) reduce the consent or consultation rights or the right
to receive information under the Trust and Servicing Agreement of the Directing Holder without the consent of the Directing Holder
or


 






    A-1-9


     


    

 


(c) adversely affect in any material respect the interests of any Certificateholders or the Companion Loan Holder not consenting
thereto, as evidenced by in the case of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case
of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation
with respect to any Companion Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the
Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 






    A-1-10


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


(i)
       the sum of, without duplication:


 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
unpaid interest accrued on the outstanding principal balance of the Trust Loan (including circumstances where title to the Mortgaged
Property has been acquired) at the Trust Loan Rate to the last day of the Whole Loan Interest Accrual Period preceding



 


 



    A-1-11


     


    




 


such Anticipated Final Termination Date (less any P&I Advances previously made on account of interest);


 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)       the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a)
of the Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c)
of the Trust and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with
Section 9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates
for the Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the
receipt or collection of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition
pursuant to the Trust and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one


 






    A-1-12


     


    

 


years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto.  This Certificate is issued under and is subject to the terms, provisions and conditions
of the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.  In the case of any conflict between
terms specified in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing
Agreement shall govern.


 




    A-1-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A Certificate to be duly executed.


 


Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Certificate
of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    A-1-14


     


    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    A-1-15


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS X [RULE 144A]1 [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
Securities Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”)
PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,


 





 








 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


4
Global Certificate legend.



 






    A-2-1


     


    

 


(3) TO
AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH “ACCREDITED INVESTORS”
AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH, RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.
A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE TRUST
AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE)
AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA)), UNLESS (X) THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON THE
EXEMPTION GRANTED TO (I) DEUTSCHE BANK SECURITIES INC., AS DEPARTMENT FINAL AUTHORIZATION NUMBER 97-03E, (II) J.P. MORGAN SECURITIES
LLC, AS PROHIBITED TRANSACTION EXEMPTION 2002-19, AND (III) BOFA SECURITIES,


 






    A-2-2


     


    

 


INC., AS PROHIBITED TRANSACTION EXEMPTION 93-31,
58 FED. REG. 28,620 (MAY 14, 1993), EACH AS AMENDED BY PROHIBITED TRANSACTION EXEMPTION 2013-08 (COLLECTIVELY, THE “EXEMPTION”)
AND IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THIS CERTIFICATE MUST
BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY A RATING AGENCY SET FORTH THEREIN
AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (Y) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE
OF FUNDS USED TO ACQUIRE OR HOLD THIS CERTIFICATE OR INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS
SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND (3) THE CONDITIONS IN SECTIONS I
AND III OF PTCE 95-60 HAVE BEEN SATISFIED WITH RESPECT TO THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE OR (Z)
IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE WILL
NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE
HOLDERS OF THIS CLASS X CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X
CERTIFICATES AND WILL NOT BE ENTITLED TO ANY OF THE DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS
X CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO BELOW.


 






    A-2-3


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1


 





 



 


1 For
Reg S Global Certificates only.


 




    A-2-4


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X


 


	Class X
    Pass-Through Rate: Variable	 	CUSIP:
12477BAC81

                                                                         U1308RAB02

12477BAD63

         

        ISIN:   
US12477BAC814

        USU1308RAB075

US12477BAD646

	Original
    Aggregate Notional Balance of the

    Class X Certificates: $200,690,000	 	Initial
    Notional Balance of this Certificate: $[______] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULES OF EXCHANGES ATTACHED)]
	First
    Distribution Date: December 10, 2021	 	Cut-off
    Date: November 6, 2021
	Assumed
    Final Distribution Date: November 2031	 	No.:
    X - [__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class X Certificates. The Trust Fund, described more fully below, consists primarily of a Trust
Loan secured by, among other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences
laboratory and office buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National


 





 












 


1 For
Rule 144A Certificates.


 


2 For
Regulation S Certificates.


 


3 For
IAI Certificates.


 


4 For
Rule 144A Certificates.


 


5 For
Regulation S Certificates.


 


6 For
IAI Certificates.




 






    A-2-5


     


    

 


Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class X Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021. Holders of this Certificate may be entitled to Prepayment Charges as provided in the Trust and Servicing Agreement.


 


During
each Certificate Interest Accrual Period (as defined below), interest on the Class X Certificates will be calculated based on
a 360-day year consisting of twelve 30-day months, on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during a Certificate Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with
respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Trust and
Servicing Agreement. The “Certificate Interest Accrual Period” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. The Certificate Interest Accrual Period is assumed
to consist of 30 days.


 






    A-2-6


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such
amounts to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Trust and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances,
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any


 






    A-2-7


     


    

 


interest of the Companion Loan Holder) (i) the Trust Loan, together with
the Mortgage File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan
due after the Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities
or guaranties given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account
attributable to the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the
REO Account, including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements
relating to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the
Mortgaged Property; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements
with respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi)
the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 






    A-2-8


     


    

 


provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk
Retention Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed in whole
or in part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the
affected provision(s) related to the risk retention requirements in the event of such repeal; provided that no such modification,
elimination or addition may change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust
and Servicing Agreement or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and
(vi) to modify the procedures of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such modification would not (a) materially increase the obligations or decrease the rights of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master
Servicer or the Special Servicer without such parties’ consent, (b) reduce the consent or consultation rights or the right
to receive information under the Trust and Servicing Agreement of the Directing Holder without the consent of the Directing Holder
or


 






    A-2-9


     


    

 


(c) adversely affect in any material respect the interests of any Certificateholders or the Companion Loan Holder not consenting
thereto, as evidenced by in the case of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case
of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation
with respect to any Companion Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the
Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 






    A-2-10


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


(i)
       the sum of, without duplication:


 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
unpaid interest accrued on the outstanding principal balance of the Trust Loan (including circumstances where title to the Mortgaged
Property has been acquired) at the Trust Loan Rate to the last day of the Whole Loan Interest Accrual Period preceding



 






    A-2-11


     


    

 


such Anticipated Final Termination Date (less any P&I Advances previously made on account of interest);


 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)       the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a)
of the Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c)
of the Trust and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with
Section 9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates
for the Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the
receipt or collection of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition
pursuant to the Trust and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one


 






    A-2-12


     


    

 


years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto.  This Certificate is issued under and is subject to the terms, provisions and conditions
of the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.  In the case of any conflict between
terms specified in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing
Agreement shall govern.


 




    A-2-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X Certificate to be duly executed.


 




Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  
 


Certificate
of Authentication


 


This
is one of the Class X Certificates referred to in the Trust and Servicing Agreement.


 




Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 




    A-2-14


     


    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    A-2-15


     


    

 


EXHIBIT
A-3


 


FORM
OF CLASS B [RULE 144A]1  [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE Securities Act, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”),
TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING
FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,


 





 



  


		1	For Rule 144A Global Certificates
only.



 


		2	For Reg S Global Certificates
only.



 


		3	Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.



 


		4	Global Certificate legend.





 






    A-3-1


     


    

 


(3) TO AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE Securities
Act OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH “ACCREDITED INVESTORS” AS SUCH TERM IS DEFINED
IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR
RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.
A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE TRUST
AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE)
AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA)), UNLESS (X) THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON THE
EXEMPTION GRANTED TO (I) DEUTSCHE BANK SECURITIES INC., AS DEPARTMENT FINAL AUTHORIZATION NUMBER 97-03E, (II) J.P. MORGAN SECURITIES
LLC, AS PROHIBITED TRANSACTION EXEMPTION 2002-19, AND (III) BOFA SECURITIES,


 






    A-3-2


     


    

 


INC., AS PROHIBITED TRANSACTION EXEMPTION 93-31,
58 FED. REG. 28,620 (MAY 14, 1993), EACH AS AMENDED BY PROHIBITED TRANSACTION EXEMPTION 2013-08 (COLLECTIVELY, THE “EXEMPTION”)
AND IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THIS CERTIFICATE MUST
BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY A RATING AGENCY SET FORTH THEREIN
AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (Y) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE
OF FUNDS USED TO ACQUIRE OR HOLD THIS CERTIFICATE OR INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS
SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND (3) THE CONDITIONS IN SECTIONS I
AND III OF PTCE 95-60 HAVE BEEN SATISFIED WITH RESPECT TO THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE OR (Z)
IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE WILL
NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






    A-3-3


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1


 





 








 


1 For
Reg S Global Certificates only.




 




    A-3-4


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS B


 


	Class
    B Pass-Through Rate: The Net Mortgage Rate	 	CUSIP:
12477BAE41

                                                                         U1308RAC82

12477BAF13

         

        ISIN:   
US12477BAE484

        USU1308RAC895

US12477BAF136

	Original
    Aggregate Certificate Balance of the

    Class B Certificates: $57,945,000	 	Initial
    Certificate Balance of this Certificate: $[______] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULES OF EXCHANGES ATTACHED)]
	First
    Distribution Date: December 10, 2021	 	Cut-off
    Date: November 6, 2021
	Assumed
    Final Distribution Date: November 2031	 	No.:
    B-[__]


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a Trust
Loan secured by, among other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences
laboratory and office buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National


 





 






 


1
For Rule 144A Certificates.


 


2 For
Regulation S Certificates.


 


3 For
IAI Certificates.


 


4 For
Rule 144A Certificates.


 


5 For
Regulation S Certificates.


 


6 For
IAI Certificates.



 






    A-3-5


     


    

 


Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021. Holders of this Certificate may be entitled to Prepayment Charges as provided in the Trust and Servicing Agreement.


 


During
each Certificate Interest Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on
a 360-day year consisting of twelve 30-day months, on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during a Certificate Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with
respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Trust and
Servicing Agreement. The “Certificate Interest Accrual Period” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. The Certificate Interest Accrual Period is assumed
to consist of 30 days.


 






    A-3-6


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such
amounts to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Trust and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances,
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any


 






    A-3-7


     


    

 


interest of the Companion Loan Holder) (i) the Trust Loan, together with
the Mortgage File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan
due after the Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities
or guaranties given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account
attributable to the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the
REO Account, including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements
relating to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the
Mortgaged Property; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements
with respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi)
the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 






    A-3-8


     


    

 


provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk
Retention Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed in whole
or in part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the
affected provision(s) related to the risk retention requirements in the event of such repeal; provided that no such modification,
elimination or addition may change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust
and Servicing Agreement or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and
(vi) to modify the procedures of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such modification would not (a) materially increase the obligations or decrease the rights of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master
Servicer or the Special Servicer without such parties’ consent, (b) reduce the consent or consultation rights or the right
to receive information under the Trust and Servicing Agreement of the Directing Holder without the consent of the Directing Holder
or


 






    A-3-9


     


    

 


(c) adversely affect in any material respect the interests of any Certificateholders or the Companion Loan Holder not consenting
thereto, as evidenced by in the case of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case
of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation
with respect to any Companion Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the
Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 






    A-3-10


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


(i)
       the sum of, without duplication:


 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
unpaid interest accrued on the outstanding principal balance of the Trust Loan (including circumstances where title to the Mortgaged
Property has been acquired) at the Trust Loan Rate to the last day of the Whole Loan Interest Accrual Period preceding



 






    A-3-11


     


    

 


such Anticipated Final Termination Date (less any P&I Advances previously made on account of interest);


 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)       the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a)
of the Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c)
of the Trust and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with
Section 9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates
for the Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the
receipt or collection of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition
pursuant to the Trust and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one


 






    A-3-12


     


    

 


years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto.  This Certificate is issued under and is subject to the terms, provisions and conditions
of the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.  In the case of any conflict between
terms specified in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing
Agreement shall govern.


 




    A-3-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.





 


Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Trust and Servicing Agreement. 





 


Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    A-3-14


     


    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    A-3-15


     


    

 


EXHIBIT
A-4


 


FORM
OF CLASS C [RULE 144A]1 [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE Securities Act, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”),
TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE
ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,


 





 



  


1 For
Rule 144A Global Certificates only.


 


2 For
Reg S Global Certificates only.


 


3 Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


4 Global
Certificate legend.




 






    A-4-1


     


    

 


(3) TO
AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE Securities Act OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE SUCH “ACCREDITED INVESTORS” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,”
AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.
A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE TRUST
AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE)
AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA)), UNLESS (X) THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON THE
EXEMPTION GRANTED TO (I) DEUTSCHE BANK SECURITIES INC., AS DEPARTMENT FINAL AUTHORIZATION NUMBER 97-03E,
(II) J.P. MORGAN SECURITIES LLC, AS PROHIBITED TRANSACTION EXEMPTION 2002-19, AND (III) BOFA SECURITIES,


 






    A-4-2


     


    

 


INC.,
AS PROHIBITED TRANSACTION EXEMPTION 93-31, 58 FED. REG. 28,620 (MAY 14, 1993), EACH AS AMENDED BY PROHIBITED TRANSACTION EXEMPTION
2013-08 (COLLECTIVELY, THE “EXEMPTION”)
AND IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THIS CERTIFICATE MUST
BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY A RATING AGENCY SET FORTH THEREIN
AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (Y) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE
OF FUNDS USED TO ACQUIRE OR HOLD THIS CERTIFICATE OR INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS
SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND (3) THE CONDITIONS IN SECTIONS I
AND III OF PTCE 95-60 HAVE BEEN SATISFIED WITH RESPECT TO THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE OR (Z)
IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE WILL
NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






    A-4-3


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1


 





 






 


1 For
Reg S Global Certificates only.


 



 




    A-4-4


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS C


 


	Class
    C Pass-Through Rate: The Net Mortgage Rate	 	CUSIP:
12477BAG91

                                                                                               U1308RAD62

12477BAH73

         

        ISIN:   
US12477BAG954

        USU1308RAD625

US12477BAH786 

	Original
    Aggregate Certificate Balance of the

    Class C Certificates: $258,191,000	 	Initial
    Certificate Balance of this Certificate: $[______] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULES OF EXCHANGES ATTACHED)]
	First
    Distribution Date: December 10, 2021	 	Cut-off
    Date: November 6, 2021
	Assumed
    Final Distribution Date: November 2031	 	No.:
    C-[__]


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a Trust
Loan secured by, among other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences
laboratory and office buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National


 





 



 




1
For Rule 144A Certificates.


 


2 For
Regulation S Certificates.


 


3 For
IAI Certificates.


 


4 For
Rule 144A Certificates.


 


5 For
Regulation S Certificates.


 


6 For
IAI Certificates.



 






    A-4-5


     


    

 


Association,
as certificate administrator (the “Certificate Administrator”), custodian and paying agent, and Park Bridge
Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences the issuance of the Class A,
Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021. Holders of this Certificate may be entitled to Prepayment Charges as provided in the Trust and Servicing Agreement.


 


During
each Certificate Interest Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on
a 360-day year consisting of twelve 30-day months, on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during a Certificate Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with
respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Trust and
Servicing Agreement. The “Certificate Interest Accrual Period” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. The Certificate Interest Accrual Period is assumed
to consist of 30 days.


 






    A-4-6


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such
amounts to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Trust and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances,
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any


 






    A-4-7


     


    

 


interest
of the Companion Loan Holder) (i) the Trust Loan, together with the Mortgage File relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Trust Loan due after the Cut-off Date; (iii) any REO Property; (iv) all
revenues received in respect of any REO Property; (v) any indemnities or guaranties given as additional security for the Trust
Loan; (vi) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and
Reserve Accounts; (vii) amounts on deposit in the Collection Account attributable to the Trust Loan as identified on the Trust
Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account, including any reinvestment income, as applicable;
(viii) a security interest in any environmental indemnity agreements relating to the Mortgaged Property; (ix) a security interest
in all insurance policies with respect to the Trust Loan and the Mortgaged Property; (x) the rights and remedies under the Trust
Loan Purchase Agreements relating to document delivery requirements with respect to the Trust Loan and the representations and
warranties of the Trust Loan Sellers regarding the Trust Loan; (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the Borrower). As provided in the Trust and Servicing Agreement,
withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 






    A-4-8


     


    

 


provided
in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk
Retention Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed in whole
or in part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the
affected provision(s) related to the risk retention requirements in the event of such repeal; provided that no such modification,
elimination or addition may change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust
and Servicing Agreement or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and
(vi) to modify the procedures of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such modification would not (a) materially increase the obligations or decrease the rights of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master
Servicer or the Special Servicer without such parties’ consent, (b) reduce the consent or consultation rights or the right
to receive information under the Trust and Servicing Agreement of the Directing Holder without the consent of the Directing Holder
or


 






    A-4-9


     


    

 


(c)
adversely affect in any material respect the interests of any Certificateholders or the Companion Loan Holder not consenting thereto,
as evidenced by in the case of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case of a
Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation
with respect to any Companion Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the
Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 






    A-4-10


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


(i)
       the sum of, without duplication:


 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the outstanding principal balance of the Trust Loan (including
                                         circumstances where title to the Mortgaged Property has been acquired) at the Trust
                                         Loan Rate to the last day of the Whole Loan Interest Accrual Period preceding



 






    A-4-11


     


    

 


such
Anticipated Final Termination Date (less any P&I Advances previously made on account of interest);


 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)       the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a)
of the Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c)
of the Trust and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with
Section 9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates
for the Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the
receipt or collection of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition
pursuant to the Trust and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one


 






    A-4-12


     


    

 


years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto.  This Certificate is issued under and is subject to the terms, provisions and conditions
of the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.  In the case of any conflict between
terms specified in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing
Agreement shall govern.


 




    A-4-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 





Dated:
_______________


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    A-4-14


     


    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    A-4-15


     


    

 







 





EXHIBIT
A-5


 


FORM
OF CLASS D [RULE 144A]1 [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE Securities Act, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”), TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT
OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,


 


 




	1	For
                                         Rule 144A Global Certificates only.






	2	For
                                         Reg S Global Certificates only.






	3	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.






	4	Global
                                         Certificate legend.






 






     A-5-1


     


    

 


(3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM
IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE Securities Act
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH “ACCREDITED INVESTORS” AS SUCH TERM IS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.
A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE TRUST
AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE)
AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA)), UNLESS (X) THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON THE EXEMPTION
GRANTED TO (I) DEUTSCHE BANK SECURITIES INC., AS DEPARTMENT FINAL AUTHORIZATION NUMBER 97-03E,
(II) J.P. MORGAN SECURITIES LLC, AS PROHIBITED TRANSACTION EXEMPTION 2002-19, AND (III) BOFA SECURITIES,


 






     A-5-2


     


    

 


INC., AS PROHIBITED TRANSACTION
EXEMPTION 93-31, 58 FED. REG. 28,620 (MAY 14, 1993), EACH AS AMENDED BY PROHIBITED TRANSACTION EXEMPTION 2013-08 (COLLECTIVELY,
THE “EXEMPTION”) AND IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING
THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY A RATING
AGENCY SET FORTH THEREIN AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE
501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (Y) (1) IT IS AN INSURANCE
COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THIS CERTIFICATE OR INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL
ACCOUNT,” AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED WITH RESPECT TO THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE
OR (Z) IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE
WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






     A-5-3


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1


 


 




	1	For
                                         Reg S Global Certificates only.



 






     A-5-4


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS D


 


	Class
    D Pass-Through Rate: The Net Mortgage Rate	 	CUSIP:	12477BAJ31

    U1308RAE42

    12477BAK03
	 	 	 	 
	 	 	ISIN:	US12477BAJ354

    USU1308RAE465

    US12477BAK086
	 	 	 	 
	Original
    Aggregate Certificate Balance of the Class D Certificates: $138,174,000	 	Initial
    Certificate Balance of this Certificate: $[______] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULES OF EXCHANGES ATTACHED)]
	 	 	 
	First
    Distribution Date: December 10, 2021	 	Cut-off
    Date: November 6, 2021
	 	 	 
	Assumed
    Final Distribution Date: November 2031	 	No.:
    D-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a Trust
Loan secured by, among other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences
laboratory and office buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National


 


 




	1	For
                                         Rule 144A Certificates.






	2	For
                                         Regulation S Certificates.






	3	For
                                         IAI Certificates.






	4	For
                                         Rule 144A Certificates.






	5	For
                                         Regulation S Certificates.






	6	For
                                         IAI Certificates.



 






     A-5-5


     


    

 


Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021. Holders of this Certificate may be entitled to Prepayment Charges as provided in the Trust and Servicing Agreement.


 


During
each Certificate Interest Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on
a 360-day year consisting of twelve 30-day months, on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during a Certificate Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with
respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Trust and
Servicing Agreement. The “Certificate Interest Accrual Period” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. The Certificate Interest Accrual Period is assumed
to consist of 30 days.


 






     A-5-6


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such amounts
to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Trust
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any


 






     A-5-7


     


    

 


interest of the Companion Loan Holder) (i) the Trust Loan, together with the Mortgage
File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan due after the
Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities or guaranties
given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account attributable to
the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account,
including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements relating
to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the Mortgaged
Property; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements with
respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi) the
Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 






     A-5-8


     


    

 


provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention
Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal; provided that no such modification, elimination or addition may
change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust and Servicing Agreement
or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and (vi) to modify the procedures
of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification
would not (a) materially increase the obligations or decrease the rights of the Depositor, the Trustee, the Paying Agent, the
Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such parties’ consent, (b) reduce the consent or consultation rights or the right to receive information under the Trust
and Servicing Agreement of the Directing Holder without the consent of the Directing Holder or


 






     A-5-9


     


    

 


(c) adversely affect in any material
respect the interests of any Certificateholders or the Companion Loan Holder not consenting thereto, as evidenced by in the case
of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated
Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation with respect to any Companion
Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 






     A-5-10


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


		(i)	the
sum of, without duplication:



 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the outstanding principal balance of the Trust Loan (including
                                         circumstances where title to the Mortgaged Property has been acquired) at the Trust Loan
                                         Rate to the last day of the Whole Loan Interest Accrual Period preceding 



 






     A-5-11


     


    

 


such Anticipated
                                         Final Termination Date (less any P&I Advances previously made on account of interest);


 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)           the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a) of the
Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later than 60
days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be
entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Trust and
Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with Section
9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates for the
Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the receipt or collection
of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Trust
and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the
trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one


 






     A-5-12


     


    

 


years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall
govern.


 






     A-5-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class D Certificate to be duly executed.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     A-5-14


     


    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 






     A-5-15


     


    

 


EXHIBIT
A-6


 


FORM
OF CLASS HRR [RULE 144A]1 [REG S]2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]3


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE Securities Act, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”), TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT
OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,


 





 






	1	For
                                         Rule 144A Global Certificates only.






	2	For
                                         Reg S Global Certificates only.






	3	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.






	4	Global
                                         Certificate legend.



 






     A-6-1


     


    

 


(3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM
IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE Securities Act
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH “ACCREDITED INVESTORS” AS SUCH TERM IS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.
A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE TRUST
AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE)
AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA)), UNLESS (X) THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON THE EXEMPTION
GRANTED TO (I) DEUTSCHE BANK SECURITIES INC., AS DEPARTMENT FINAL AUTHORIZATION NUMBER 97-03E,
(II) J.P. MORGAN SECURITIES LLC, AS PROHIBITED TRANSACTION EXEMPTION 2002-19, AND (III) BOFA SECURITIES,


 






     A-6-2


     


    

 


INC., AS PROHIBITED TRANSACTION
EXEMPTION 93-31, 58 FED. REG. 28,620 (MAY 14, 1993), EACH AS AMENDED BY PROHIBITED TRANSACTION EXEMPTION 2013-08 (COLLECTIVELY,
THE “EXEMPTION”) AND IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING
THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY A RATING
AGENCY SET FORTH THEREIN AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE
501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (Y) (1) IT IS AN INSURANCE
COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THIS CERTIFICATE OR INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL
ACCOUNT,” AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED WITH RESPECT TO THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE
OR (Z) IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE
WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






     A-6-3


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1


 


 



	1	For
                                         Reg S Global Certificates only.



 






     A-6-4


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS HRR


 


	Class
    HRR Pass-Through Rate: The Net Mortgage Rate	 	CUSIP:	12477BAL81

    U1308RAF12

    12477BAM63
	 	 	 	 
	 	 	ISIN:	US12477BAL804

    USU1308RAF115

    US12477BAM636
	 	 	 	 
	Original
    Aggregate Certificate Balance of the Class HRR Certificates: $41,000,000	 	Initial
    Certificate Balance of this Certificate: $[______] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULES OF EXCHANGES ATTACHED)]
	 	 	 
	First
    Distribution Date: December 10, 2021	 	Cut-off
    Date: November 6, 2021
	 	 	 
	Assumed
    Final Distribution Date: November 2031	 	No.:
    HRR-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class HRR Certificates. The Trust Fund, described more fully below, consists primarily of a Trust
Loan secured by, among other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences
laboratory and office buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National


 





 






	1	For
                                         Rule 144A Certificates.






	2	For
                                         Regulation S Certificates.






	3	For
                                         IAI Certificates.






	4	For
                                         Rule 144A Certificates.






	5	For
                                         Regulation S Certificates.






	6	For
                                         IAI Certificates.



 






     A-6-5


     


    

 


Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class HRR Certificates for such Distribution Date, all as more fully described in the
Trust and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day
of each calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021. Holders of this Certificate may be entitled to Prepayment Charges as provided in the Trust and Servicing Agreement.


 


During
each Certificate Interest Accrual Period (as defined below), interest on the Class HRR Certificates will be calculated based on
a 360-day year consisting of twelve 30-day months, on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during a Certificate Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with
respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Trust and
Servicing Agreement. The “Certificate Interest Accrual Period” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. The Certificate Interest Accrual Period is assumed
to consist of 30 days.


 






     A-6-6


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such amounts
to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Trust
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any


 






     A-6-7


     


    

 


interest of the Companion Loan Holder) (i) the Trust Loan, together with the Mortgage
File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan due after the
Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities or guaranties
given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account attributable to
the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account,
including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements relating
to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the Mortgaged
Property; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements with
respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi) the
Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 






     A-6-8


     


    

 


provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention
Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal; provided that no such modification, elimination or addition may
change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust and Servicing Agreement
or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and (vi) to modify the procedures
of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification
would not (a) materially increase the obligations or decrease the rights of the Depositor, the Trustee, the Paying Agent, the
Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such parties’ consent, (b) reduce the consent or consultation rights or the right to receive information under the Trust
and Servicing Agreement of the Directing Holder without the consent of the Directing Holder or


 






     A-6-9


     


    

 


(c) adversely affect in any material
respect the interests of any Certificateholders or the Companion Loan Holder not consenting thereto, as evidenced by in the case
of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated
Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation with respect to any Companion
Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 






     A-6-10


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


		(i)	the
sum of, without duplication:



 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
unpaid interest accrued on the outstanding principal balance of the Trust Loan (including circumstances where title to the Mortgaged
Property has been acquired) at the Trust Loan Rate to the last day of the Whole Loan Interest Accrual Period preceding



 






     A-6-11


     


    

 


such Anticipated
                                         Final Termination Date (less any P&I Advances previously made on account of interest);


 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)           the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a) of the
Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later than 60
days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be
entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Trust and
Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with Section
9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates for the
Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the receipt or collection
of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Trust
and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the
trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one


 






     A-6-12


     


    

 


years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall
govern.


 






     A-6-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class HRR Certificate to be duly executed.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Certificate
of Authentication


 


This
is one of the Class HRR Certificates referred to in the Trust and Servicing Agreement.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     A-6-14


     


    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 






     A-6-15


     


    

 


EXHIBIT
A-7


 


FORM
OF CLASS S CERTIFICATE


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE Securities Act, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”), TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT
OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM
IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE Securities Act
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH “ACCREDITED INVESTORS” AS SUCH TERM IS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR TO SECTION 4975 OF THE


 






     A-7-1


     


    

 


INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA)). TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE TRUST AND SERVICING AGREEMENT TO SUCH EFFECT.


 


TRANSFERS
AND EXCHANGES OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 






     A-7-2


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS S


 


	No.: S-[__]	 	 
	 	 	Percentage Interest: ___%
	 	 	 
	 	 	CUSIP:	12477BAN41
	 	 	 	[_]2
	 	 	 	12477BAP93
	 	 	 	 
	 	 	ISIN:	US12477BAN474
	 	 	 	[_]5
	 	 	 	US12477BAP946


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to
be made with respect to the Class S Certificates. The Trust Fund, described more fully below, consists primarily of a Trust Loan
secured by, among other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences
laboratory and office buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing 


 





 






	1	For
                                         Rule 144A Certificates.






	2	For
                                         Regulation S Certificates.






	3	For
                                         IAI Certificates.






	4	For
                                         Rule 144A Certificates.






	5	For
                                         Regulation S Certificates.






	6	For
                                         IAI Certificates.



 






     A-7-3


     


    

 


Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Certificate represents a beneficial ownership interest in a portion of the Excess Interest collected on the Trust Loan and amounts
held from time to time in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class S Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021.


 


Interest
accrued on this Certificate during a Certificate Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with
respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Trust and
Servicing Agreement. The “Certificate Interest Accrual Period” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. The Certificate Interest Accrual Period is assumed
to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner,


 






     A-7-4


     


    

 


but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such amounts
to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Trust
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of the Companion Loan Holder) (i) the Trust Loan, together with the Mortgage
File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan due after the
Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities or guaranties
given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account attributable to
the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account,
including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements relating
to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the Mortgaged
Property; (x) the rights and remedies under the


 






     A-7-5


     


    

 


Trust Loan Purchase Agreements relating to document delivery requirements with
respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi) the
Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor,


 






     A-7-6


     


    

 


the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention
Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal; provided that no such modification, elimination or addition may
change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust and Servicing Agreement
or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and (vi) to modify the procedures
of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification
would not (a) materially increase the obligations or decrease the rights of the Depositor, the Trustee, the Paying Agent, the
Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such parties’ consent, (b) reduce the consent or consultation rights or the right to receive information under the Trust
and Servicing Agreement of the Directing Holder without the consent of the Directing Holder or (c) adversely affect in any material
respect the interests of any Certificateholders or the Companion Loan Holder not consenting thereto, as evidenced by in the case
of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated
Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation with respect to any Companion
Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the


 






     A-7-7


     


    

 


Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to


 






     A-7-8


     


    

 


comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


		(i)	the
sum of, without duplication:



 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the outstanding principal balance of the Trust Loan (including
                                         circumstances where title to the Mortgaged Property has been acquired) at the Trust Loan
                                         Rate to the last day of the Whole Loan Interest Accrual Period preceding such Anticipated
                                         Final Termination Date (less any P&I Advances previously made on account of interest);



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)           the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month


 






     A-7-9


     


    

 


preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a) of the
Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later than 60
days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be
entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Trust and
Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with Section
9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates for the
Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the receipt or collection
of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Trust
and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the
trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Trust and Servicing Agreement, to which Trust and Servicing


 






     A-7-10


     


    

 


Agreement, as amended from time to time, the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall
govern.


 






     A-7-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class S Certificate to be duly executed.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Certificate
of Authentication


 


This
is one of the Class S Certificates referred to in the Trust and Servicing Agreement.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     A-7-12


     


    

 


EXHIBIT
A-8


 


FORM
OF CLASS LR CERTIFICATE


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02 OF THE TRUST AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT IT IS A PERMITTED
TRANSFEREE AND, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF
THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT
OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS
TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION
OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND
VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS A “NON-ECONOMIC RESIDUAL
INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), CERTAIN TRANSFERS OF THIS CERTIFICATE WILL BE DISREGARDED
FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 






     A-8-1


     


    

 


THE
HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO THE DESIGNATION OF THE CERTIFICATE ADMINISTRATOR
AS THE “PARTNERSHIP REPRESENTATIVE” (WITHIN THE MEANING OF SECTION 6223 OF THE CODE) OF THE ([UPPER TIER REMIC] [LOWER
TIER REMIC] OR AS OTHERWISE PROVIDED IN THE TRUST AND SERVICING AGREEMENT FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE
F OF THE CODE).


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE Securities Act, OR (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”), TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT
OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA)). TRANSFEREES OF THIS CERTIFICATE TAKING


 






     A-8-2


     


    

 


DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE TRUST AND SERVICING AGREEMENT TO SUCH EFFECT.


 


TRANSFERS
AND EXCHANGES OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 






     A-8-3


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS LR


 


	No.: LR-[__]	 	Percentage Interest: ___%
	 	 	 	 
	 	 	CUSIP:	12477BAS31
	 	 	 	 
	 	 	ISIN:	US12477BAS342


 


This
certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in the Trust Fund. The Class
LR Certificateholder is not entitled to interest or principal distributions. The Class LR Certificateholder will be entitled to
receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution Date for the
Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in
reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a Trust Loan secured by, among
other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences laboratory and office
buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Class LR Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1)


 





 




	1	For
                                         Rule 144A Certificates.



	2	For
                                         Rule 144A Certificates.



 






     A-8-4


     


    

 


and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Certificate Administrator shall be the “partnership representative”
within the meaning of Section 6223 of the Code of the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d). In
addition, each Holder agrees to the irrevocable designation of the Certificate Administrator as the “partnership representative”
as defined in Section 6223 of the Code of the Lower-Tier REMIC and to the Certificate Administrator making any elections allowed
under the Code to avoid (i) the application of Section 6221 of the Code (or successor provisions) to the Lower-Tier REMIC and
(ii) payment by the Lower-Tier REMIC under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or
other amount imposed under the Code that would otherwise be imposed on any holder of a Class LR Certificate, past or present.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class LR Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 






     A-8-5


     


    

 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such amounts
to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Trust
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of the Companion Loan Holder) (i) the Trust Loan, together with the Mortgage
File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan due after the
Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities or guaranties
given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account attributable to
the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account,
including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements relating
to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the Mortgaged
Property; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements with
respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi) the
Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow


 






     A-8-6


     


    

 


Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the


 






     A-8-7


     


    

 


Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention
Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal; provided that no such modification, elimination or addition may
change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust and Servicing Agreement
or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and (vi) to modify the procedures
of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification
would not (a) materially increase the obligations or decrease the rights of the Depositor, the Trustee, the Paying Agent, the
Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such parties’ consent, (b) reduce the consent or consultation rights or the right to receive information under the Trust
and Servicing Agreement of the Directing Holder without the consent of the Directing Holder or (c) adversely affect in any material
respect the interests of any Certificateholders or the Companion Loan Holder not consenting thereto, as evidenced by in the case
of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated
Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation with respect to any Companion
Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust


 






     A-8-8


     


    

 


Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the


 






     A-8-9


     


    

 


Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


		(i)	the
sum of, without duplication:



 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the outstanding principal balance of the Trust Loan (including
                                         circumstances where title to the Mortgaged Property has been acquired) at the Trust Loan
                                         Rate to the last day of the Whole Loan Interest Accrual Period preceding such Anticipated
                                         Final Termination Date (less any P&I Advances previously made on account of interest);



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)           the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 






     A-8-10


     


    

 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a) of the
Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later than 60
days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be
entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Trust and
Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with Section
9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates for the
Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the receipt or collection
of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Trust
and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the
trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall
govern.


 






     A-8-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class LR Certificate to be duly executed.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Certificate
of Authentication


 


This
is one of the Class LR Certificates referred to in the Trust and Servicing Agreement.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     A-8-12


     


    

 


EXHIBIT
A-9


 


FORM
OF CLASS R CERTIFICATE


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02 OF THE TRUST AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT IT IS A PERMITTED
TRANSFEREE AND, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF
THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT
OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS
TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION
OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND
VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS A “NON-ECONOMIC RESIDUAL
INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), CERTAIN TRANSFERS OF THIS CERTIFICATE WILL BE DISREGARDED
FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 






     A-9-1


     


    

 


THE
HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO THE DESIGNATION OF THE CERTIFICATE ADMINISTRATOR
AS THE “PARTNERSHIP REPRESENTATIVE” (WITHIN THE MEANING OF SECTION 6223 OF THE CODE) OF THE ([UPPER TIER REMIC] [LOWER
TIER REMIC] OR AS OTHERWISE PROVIDED IN THE TRUST AND SERVICING AGREEMENT FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE
F OF THE CODE).


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “Securities
Act”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE Securities
Act AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE Securities Act, OR (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE Securities Act (“RULE 144A”), TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT
OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR RETIREMENT
ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF THE CODE (EACH, A “PLAN”), OR (B) ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA)). TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER
A


 






     A-9-2


     


    

 


LETTER IN THE FORM ATTACHED TO THE TRUST AND SERVICING AGREEMENT TO SUCH EFFECT.


 


TRANSFERS
AND EXCHANGES OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE OPERATING ADVISOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR
AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH
FEDERAL AND STATE LAWS.


 






     A-9-3


     


    

 


CAMB
2021-CX2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS R


 


	No.: R-[__]	 	Percentage Interest: ___%
	 	 	 
	 	 	CUSIP:	12477BAQ71
	 	 	 	 
	 	 	ISIN:	US12477BAQ772


 


This
certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in the Trust Fund. The Class
R Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder will be entitled to
receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution Date for the
Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in
reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a Trust Loan secured by, among
other things, a mortgage on the fee simple interests of the Borrowers in two adjacent Class A life sciences laboratory and office
buildings located in Cambridge and Boston, Massachusetts, and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby.


 


The
Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association,
as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special servicer (the
“Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), evidences
the issuance of the Class A, Class X, Class B, Class C, Class D, Class HRR, Class S, Class R and Class LR Certificates (the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Trust and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This
Class R Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1)


 

 



	1	For
                                         Rule 144A Certificates.



	2	For
                                         Rule 144A Certificates.



 






     A-9-4


     


    

 


and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Certificate Administrator shall be the “partnership representative”
within the meaning of Section 6223 of the Code of the Upper-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d). In
addition, each Holder agrees to the irrevocable designation of the Certificate Administrator as the “partnership representative”
as defined in Section 6223 of the Code of the Upper-Tier REMIC and to the Certificate Administrator making any elections allowed
under the Code to avoid (i) the application of Section 6221 of the Code (or successor provisions) to the Upper-Tier REMIC and
(ii) payment by the Upper-Tier REMIC under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or
other amount imposed under the Code that would otherwise be imposed on any holder of a Class R Certificate, past or present.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and
any provision of the Trust and Servicing Agreement, such provision of this Certificate shall be superseded by the Trust and Servicing
Agreement to the extent of such inconsistency.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described in the Trust
and Servicing Agreement. “Determination Date” is defined in the Trust and Servicing Agreement as the 6th day of each
calendar month, or if such 6th day is not a Business Day, then the immediately preceding Business Day, commencing in December
2021.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class
mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in
like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its
agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders
of such final distribution.


 






     A-9-5


     


    

 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Trust and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof,
and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator under the Trust and Servicing Agreement and the transfer of such amounts to a successor
certificate administrator and (ii) subject to applicable law, the termination of the Trust Fund and distribution of such amounts
to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Trust
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


As
provided in the Trust and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of the Companion Loan Holder) (i) the Trust Loan, together with the Mortgage
File relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Loan due after the
Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any indemnities or guaranties
given as additional security for the Trust Loan; (vi) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (vii) amounts on deposit in the Collection Account attributable to
the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account,
including any reinvestment income, as applicable; (viii) a security interest in any environmental indemnity agreements relating
to the Mortgaged Property; (ix) a security interest in all insurance policies with respect to the Trust Loan and the Mortgaged
Property; (x) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements with
respect to the Trust Loan and the representations and warranties of the Trust Loan Sellers regarding the Trust Loan; (xi) the
Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow


 






     A-9-6


     


    

 


Accounts and any Reserve Accounts, to the extent such interest belongs to the Borrower).
As provided in the Trust and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other
than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Trust and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Trust and
Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of
the Trust and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Article V of the Trust and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the
Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Trust and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Trust and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Trust and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Trust and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee without the consent of any of the Certificateholders
or the Companion Loan Holder, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Trust and
Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect
to the Certificates, the


 






     A-9-7


     


    

 


Trust or the Trust and Servicing Agreement or to correct or supplement any provisions of the Trust and
Servicing Agreement or the Offering Circular which may be defective or inconsistent with any other provisions of the Trust and
Servicing Agreement or the Offering Circular; (iii) to amend any provision of the Trust and Servicing Agreement to the extent
necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or Companion Loan Securities
by each Rating Agency (provided that such amendment does not adversely affect in any material respect (x) the rights or
interests of any Certificateholder or the Companion Loan Holder not consenting thereto or (y) the rights or interests of the Directing
Holder without the consent of the Holders of Certificates representing 100% of the Controlling Class); (iv) to amend or supplement
a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Trust and Servicing
Agreement, or any other change that will not adversely affect in any material respect the interests of any Certificateholder or
the Companion Loan Holder not consenting thereto (as evidenced in writing by an Opinion of Counsel or, if solely affecting any
Certificateholder of a rated Class or a Companion Loan Holder of rated Companion Loan Securities, in respect of which a No Downgrade
Confirmation has been obtained relating to the Certificates or the Companion Loan Securities, if applicable); (v) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention
Rules, as evidenced by an opinion of counsel, or (b) in the event the Credit Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal; provided that no such modification, elimination or addition may
change in any manner the rights or obligations of the Successor Third Party Purchaser under the Trust and Servicing Agreement
or the related risk retention agreement without the consent of the Successor Third Party Purchaser; and (vi) to modify the procedures
of the Trust and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification
would not (a) materially increase the obligations or decrease the rights of the Depositor, the Trustee, the Paying Agent, the
Certificate Administrator, the Operating Advisor the 17g-5 Information Provider, the Master Servicer or the Special Servicer without
such parties’ consent, (b) reduce the consent or consultation rights or the right to receive information under the Trust
and Servicing Agreement of the Directing Holder without the consent of the Directing Holder or (c) adversely affect in any material
respect the interests of any Certificateholders or the Companion Loan Holder not consenting thereto, as evidenced by in the case
of clauses (iii), (iv) and (vi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated
Class, receipt of a No Downgrade Confirmation from each Rating Agency and a No Downgrade Confirmation with respect to any Companion
Loan Securities. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC, affect the status of the Grantor Trust as a grantor trust or subject either REMIC or the Grantor Trust to tax.


 


The
Trust and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the prior written consent of the
Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates and the Companion
Loan Holder affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents or the Trust


 






     A-9-8


     


    

 


Loan Sellers) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Whole Loan
                                         which are required to be distributed on any Certificate, without the consent of the Holders
                                         of Certificates representing all of the Percentage Interests of the Class or Classes
                                         affected thereby, or which are required to be distributed to the Companion Loan Holder
                                         without the consent of the Companion Loan Holder;



 


		(ii)	alter
                                         the Servicing Standard or obligations of the Master Servicer or the Trustee to make a
                                         P&I Advance, Administrative Advance or a Property Advance, without the consent of
                                         the Holders of the Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of the Companion Loan Holder (if affected
                                         thereby);



 


		(iii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Trust and Servicing Agreement
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of the Companion Loan
                                         Holder (if affected thereby); or



 


		(iv)	amend
                                         any section of the Trust and Servicing Agreement which relates to the amendment of the
                                         Trust and Servicing Agreement without the consent of the Holders of all Certificates
                                         representing all of the Percentage Interests of the Class or Classes affected thereby
                                         and the consent of the Companion Loan Holder (if affected thereby).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or Companion Loan Holders, may amend the Trust
and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary: (i) to maintain
the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of
the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would
not adversely affect in any material respect the interest of any Certificateholder or the Companion Loan Holder or (ii) to comply
with the Investment Company Act of 1940, as amended, and/or any related regulatory actions and/or interpretations.


 


The
Directing Holder and, if the Directing Holder does not exercise such option, then the Special Servicer and if the Special Servicer
does not exercise such option, then the


 






     A-9-9


     


    

 


Master Servicer, and if the Master Servicer does not exercise such option, then the Holder of a majority Percentage Interest in the Class R and Class LR Certificates, may effect an early termination of
the Trust Fund (provided that such party has provided 15 Business Days’ prior notice to each of the parties with
such option and none of the parties with a higher priority has elected to exercise such option within such 15 Business Day period),
upon not less than 30 days’ prior Notice of Termination (which Notice of Termination shall satisfy the notice requirement
of the proviso) given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Final Termination Date, by purchasing on such date all,
but not less than all, of the Trust Loan then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of the Trust Loan, at a purchase price, payable in cash, equal to the greater of,


 


		(i)	the
sum of, without duplication:



 


		(A)	100%
                                         the outstanding principal balance of the Trust Loan as of the last day of the month preceding
                                         such Anticipated Final Termination Date (less any P&I Advances previously made on
                                         account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Final Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the outstanding principal balance of the Trust Loan (including
                                         circumstances where title to the Mortgaged Property has been acquired) at the Trust Loan
                                         Rate to the last day of the Whole Loan Interest Accrual Period preceding such Anticipated
                                         Final Termination Date (less any P&I Advances previously made on account of interest);



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         unpaid Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
                                         Fees, the Operating Advisor Fee, the CREFC® License Fee and Trust Fund
                                         expenses and indemnity amounts owed by the Trust; and



 


(ii)           the
aggregate fair market value of the Trust Loan, and all other property acquired in respect of the Trust Loan in the Trust Fund,
on the last day of the month preceding such Distribution Date, as determined by an Independent appraiser acceptable to the Master
Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with
one month’s interest thereon at the Trust Loan Rate.


 






     A-9-10


     


    

 


In
addition, the Trust and Servicing Agreement provides that the Sole Certificateholder shall have the right to exchange all of its
Regular Certificates for the Trust Loan or REO Property, as applicable, as contemplated by clause (ii) of Section 9.01(a) of the
Trust and Servicing Agreement by giving written notice to all the parties to the Trust and Servicing Agreement no later than 60
days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Trust and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Trust Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Trust and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be
entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Trust and
Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Trust and Servicing Agreement with respect to the Certificates (other
than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as set forth in the Trust and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Companion Loan Holder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required under the Trust and Servicing Agreement to be so paid on the Distribution Date following
the earlier to occur of (i) the purchase of the Trust Loan and all other property held by the Trust Fund in accordance with Section
9.01(c) of the Trust and Servicing Agreement; and (ii) the exchange by the Sole Certificateholder of its Certificates for the
Trust Loan in accordance with Section 9.01(g) of the Trust and Servicing Agreement and (iii) the later of (a) the receipt or collection
of the last payment due on the Trust Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Trust
and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the
trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Trust and Servicing Agreement, to which Trust and Servicing Agreement, as amended from time to time, the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall
govern.


 






     A-9-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Certificate
of Authentication


 


This
is one of the Class R Certificates referred to in the Trust and Servicing Agreement.


 


Dated: __________


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Authenticating Agent
	 	 
	 	By: 	COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	By:	  
	 	 	Name:
	 	 	Title:




 


     A-9-12


     


    
 







 





EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 




     


     


    


 





CAMB
2021-CX2


 


	Loan
    Name	Address	City	State	Zip
    Code	Trust
    Loan

    Interest Rate	Whole
    Loan

    Interest Rate	Trust
    Loan

    Original

    Principal

    Balance	Whole
    Loan

    Original

    Principal

    Balance	Trust
    Loan Cut-

    off Date

    Principal

    Balance	Whole
    Loan Cut

    off Date

    Principal

    Balance	Payment

    Day	First
    Pmt Date	Trust
    Loan

    Monthly Debt

    Service	Whole
    Loan

    Monthly Debt

    Service	Maturity

    Date	Fully

    Extended

    Maturity	Master	Primary	Cert
    Admin Fee

    Rate	CREFC
    Fee

    Rate	OA
    Rate	Admin
    Fee

    Rate	Letter
    of

    Credit
	CX - 350 and 450
    Water Street	350
    and 450 Water Street	Cambridge	MA	02141	2.79200%	2.7920%	$696,000,000	$1,225,000,000	$696,000,000	$1,225,000,000	6	12/6/2021	$1,641,851.11	$2,889,752.31	11/6/2031	11/6/2036	0.00750%	0.00600%	0.00450%	0.00050%	0.00230%	0.02080%	N/A







 






     


     


    

 


EXHIBIT C-1


 


FORM OF TRANSFEREE AFFIDAVIT


 


AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED


 





	STATE OF	)
	 	) ss.:
	COUNTY OF	)



 


 ______________, being first
duly sworn, deposes and says:


 


1.     
That he/she is a                       of
                     
(the “Purchaser”), a                        
duly organized and existing under the laws of the State of_________  on behalf of which he/she makes this affidavit.


 


2.     
That the Purchaser’s Taxpayer Identification Number is                      .


 


3.     
That the Purchaser of the CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [R][LR] (the
“Class [R][LR] Certificate”) is a Permitted Transferee (as defined in Article I of the Trust and Servicing
Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”), entered into in connection with
the CAMB 2021-CX2 Mortgage Trust securitization transaction) or is acquiring the Class [R][LR] Certificate for the account of,
or as agent (including as a broker, nominee, or other middleman) for, a Permitted Transferee and has received from such person
or entity an affidavit substantially in the form of this affidavit.


 


4.     
That the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in
the future and the Purchaser intends to pay taxes associated with holding the Class [R][LR] Certificate as they become due.


 


5.     
That the Purchaser understands that it may incur tax liabilities with respect to the Class [R][LR] Certificate in excess
of any cash flow generated by the Class [R][LR] Certificate.


 


6.     
That the Purchaser will not transfer the Class [R][LR] Certificate to any person or entity from which the Purchaser has
not received an affidavit substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to
know does not satisfy the requirements set forth in paragraph 4 hereof.


 


7.     
That the Purchaser is not a Disqualified Non-U.S. Person and is not purchasing the Class [R][LR] Certificate for the account
of, or as an agent (including as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Person and is otherwise a Permitted
Transferee.


 






    C-1-1 


     


    

 


8.     
That the Purchaser agrees to such amendments of the Trust and Servicing Agreement as may be required to further effectuate
the restrictions on transfer of the Class [R][LR] Certificate to a “disqualified organization,” an agent thereof, or
a person that does not satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


 


9.     
The Purchaser agrees to the irrevocable designation of the Certificate Administrator as the “partnership representative”
within the meaning of Section 6223 of the Code of the [Upper-Tier REMIC][Lower-Tier REMIC] and to the Certificate Administrator
making any elections allowed under the Code to avoid (i) the application of Section 6221 of the Code (or successor provisions)
to the [Upper-Tier REMIC][Lower-Tier REMIC] and (ii) payment by the [Upper-Tier REMIC][Lower-Tier REMIC] under Section 6225 of
the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be
imposed on any holder of a Class [R][LR] Certificate, past or present.


 


10. 
The Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Trust and Servicing Agreement
concerning registration of the transfer and exchange of the Class [R][LR] Certificate.


 


11. 
The Purchaser will not cause income from the Class [R][LR] Certificate to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Person.


 


12. 
Check the applicable paragraph:


 


☐       The
present value of the anticipated tax liabilities associated with holding the Class [R][LR] Certificate, as applicable, does not
exceed the sum of:


 


		(i)	the present value of any consideration given to the Purchaser to acquire such Class [R][LR] Certificate;



 


		(ii)	the present value of the expected future distributions on such Certificate; and



 


		(iii)	the present value of the anticipated tax savings associated with holding such Class [R][LR] Certificate
as the related REMIC generates losses.



 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the rate currently specified in Code Section 11(b) (but the tax
rate in Code Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if the Purchaser
has been subject to the alternative minimum tax under Code Section 55 in the preceding two years and will compute its taxable
income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount
rate equal to the short-term Federal rate prescribed by Code Section 1274(d) for the month of the transfer and the compounding
period used by the Purchaser.


 


☐       The
transfer of the Class [R][LR] Certificate complies with U.S. Treasury Regulations Section 1.860E-1(c)(5) and (6) and, accordingly,


 






    C-1-2 


     


    

 


		(i)	the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class [R][LR] Certificate will only be taxed in the United States;



 


		(ii)	at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding
the year of the transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person
related to the Purchaser within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million
and net assets in excess of $10 million;



 


		(iii)	the Purchaser will transfer the Class [R][LR] Certificate only to another “eligible corporation,”
as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E-1(c)(4)(i),
(ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and



 


		(iv)	the Purchaser determined the consideration paid to it to acquire the Class [R][LR] Certificate based
on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions,
expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.



 


☐       None
of the above.


 


Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be executed on its behalf by its                             
this day of          ,               .


 


	 	[The Purchaser]
	 	 	 
		By:	    
	 	 	Name:

Title:



 




    C-1-3 


     


    


 


Personally appeared before
me the above named [_____], known or proved to me to be the same person who executed the foregoing instrument and to be the of
the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of the
Purchaser.


 


Subscribed and sworn
before me this      day of               ,
20    .


 


______________________________________


NOTARY PUBLIC





COUNTY OF ___________________________


 


STATE OF _____________________________


 


My commission expires the     
day of               , 20    .


 




    C-1-4 


     


    


 


EXHIBIT C-2


 


FORM OF TRANSFEROR CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

Certificate Registrar





600 South 4th Street, 7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2

 


Re:           CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Class [R][LR]


 


Ladies and Gentlemen:


 


[Transferor] has reviewed
the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee] is not
a Permitted Transferee (as defined in the Trust and Servicing Agreement defined in the attached affidavit) and has no actual knowledge
or reason to know that the information contained in the attached affidavit is not true. No purpose of [Transferor]’s transfer
of the Class [R][LR] Certificate[s] to [Transferee] is or will be to impede the assessment of any tax.


 


	 	Very truly yours,
	 	 	 
	 	[Transferor]
	 	 	 
		By:	   
	 	 	Name:

Title:



 




    C-2-1 


     


    


 


EXHIBIT C-3


 


FORM
OF TRANSFEREE Certificate for Transfer OF RISK RETAINED CERTIFICATES


 


[Date]


 


	
        Wells Fargo Bank, National Association

        

        as Certificate Registrar

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045-1951

        

        Attention: Risk Retention Custody 

(CMBS)
        — CAMB 2021-CX2

         

        3650 Cal Bridge Lending, LLC

        

        as Retaining Sponsor

        

        2977 McFarlane Road, Suite
        300

        

        Miami, Florida 33133

        Attention: Jonathan Roth and Mark A. Jefferis

         

        

        Deutsche Mortgage & Asset Receiving
        Corporation

        

        1 Columbus Circle

        

        New York, New York 10019

        Attention: Helaine M. Kaplan

         

        with copies via email to:

         

        cmbs.requests@db.com 
	 	 



 

		Re:	CAMB 2021-CX2 Commercial Mortgage Pass-Through Certificates (the “Certificates”)
issued pursuant to the Trust and Servicing Agreement (the “Trust and Servicing Agreement”), dated as of November
9, 2021, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, KeyBank National Association, as Master Servicer,
Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor



 






    C-3-1 


     


    

 





	STATE OF	)
	 	)           ss.:
	COUNTY OF	)


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor”, respectively,
as such term is defined in Regulation RR, that:


 


		1.	The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance
of the Class HRR Certificates from [_____] (the “Transferor”).



 


		2.	If the Purchaser is acquiring the Class HRR Certificates after the termination of the Transfer
Restriction Period and the Purchaser is not a “majority-owned affiliate” (as defined in the Credit Risk Retention Rules)
of the Retaining Sponsor, then Purchaser is an eligible Successor Third Party Purchaser.



 


		3.	The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion
of the Class HRR Certificate by the Transferor unless the Purchaser’s transferee, or such transferee’s agent, delivers
to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Purchaser
expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such
certificate is false.



 


		4.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Retaining Sponsor and the Depositor and, if applicable, a Successor Third Party Purchaser if it is the Transferor, and the
Transferor has satisfied all requirements pursuant to such credit risk retention agreement.



 


		5.	The Purchaser represents that it is not acquiring the Class HRR Certificate as a nominee, trustee
or agent for any person that is not an eligible Successor Third Party Purchaser and that for so long as it retains its interest
in the Class HRR Certificate, it will endeavor to remain an eligible Successor Third Party Purchaser.



 


		6.	The Purchaser has reviewed the relevant provisions of the Trust and Servicing Agreement; and the
Purchaser expressly agrees to be bound by and to comply with such provisions.



 


		7.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Class HRR Certificates, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the
acquisition of the Class HRR Certificates and (b) the acquisition of the Class HRR Certificates will be effected through Deutsche
Bank Securities Inc, BofA Securities, Inc. and J.P. Morgan Securities LLC.



 


		8.	Check one of the following:



 


☐       The
Transfer will occur during the Transfer Restriction Period, and the Purchaser certifies, represents and warrants to you, as Certificate
Registrar, that:


 






    C-3-2 


     


    

 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the Class HRR Certificates as a nominee, trustee or agent for any person that
is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Class HRR Certificates, it will remain
a Majority-Owned Affiliate.



 


		C.	If applicable and required, it will deliver a joinder agreement substantially in the form attached
to the applicable Successor Third Party Purchaser credit risk retention agreement, pursuant to which it has agreed to be bound
by the terms of such credit risk retention agreement to the same extent as if it was the Transferor itself.



 


☐       The
transfer will occur during the Transfer Restriction Period with respect to the Class HRR Certificate, and the Purchaser certifies,
represents and warrants to each of the addressees hereto that it is in compliance with the applicable credit risk retention agreement
between such Trasnsferor and [_].


 


☐       The
transfer will occur after the expiration of the Transfer Restriction Period with respect to the Class HRR Certificate and the consent
of the Retaining Sponsor is not required.


 


Capitalized terms used but not defined herein
have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser has caused
this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 





	 	[PURCHASER]
	 	 	 
		By:	   
	 	 	Name:

Title:


 




    C-3-3 


     


    


 


On this ____ day of _______20__, before me,
the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared ______________________
and ________________________, known or proved to me to be the same persons who executed the foregoing instrument and to be _____________________________
and ___________________________, respectively, of the Purchaser, and acknowledged to me that they executed the same as their respective
free acts and deeds and as the free act and deed of the Purchaser.


 


_________________________


NOTARY PUBLIC in and for the

State of _______________


 


[SEAL]


 


My Commission expires:


 




    C-3-4 


     


    


 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING PARTY]


 





	By:	 	 
	 	Name:	 
	 	Title:	 



 

3650 CAL BRIDGE LENDING, LLC,

a Delaware limited liability company


 


By: 3650 Bridge Cal-SMA Manager LLC,

its Manager


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 




    C-3-5 


     


    


 


EXHIBIT C-4


 


FORM
OF TRANSFEROR Certificate for Transfer of RISK RETAINED CERTIFICATES


 


[Date]


 


	
        Wells Fargo Bank, National Association

        

        as Certificate Registrar

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045-1951

        

        Attention: Risk Retention Custody (CMBS)


        — CAMB 2021-CX2

         

        3650 Cal Bridge Lending, LLC

        

        as Retaining Sponsor

        

        2977 McFarlane Road, Suite
        300

        

        Miami, Florida 33133

        Attention: Jonathan Roth and Mark A. Jefferis

         

        Deutsche Mortgage & Asset Receiving Corporation

        

        1 Columbus Circle

        

        New York, New York 10019

        Attention: Helaine M. Kaplan

         

        with copies via email to:

         

        cmbs.requests@db.com
	 


 


		Re:	CAMB 2021-CX2
Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to [______]
(the “Transferee”) of $[_____] aggregate Certificate Balance of the Class HRR Certificates.


 


The Class HRR Certificates
were issued pursuant to the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”),
between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, KeyBank National Association, as Master Servicer, Situs
Holdings, LLC, as Special Servicer, Wilmington Trust, National


 






    C-4-1 


     


    

 


Association, as trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you that:


 


		1.	The transfer is in compliance with Section [_] and Section [_], as applicable, of that certain
credit risk retention agreement in effect between the retaining sponsor, the Depositor, and if applicable, a Successor Third Party
Purchaser and the Transferor (the “Third Party Purchaser Agreement”) and the Trust and Servicing Agreement.



 


		2.	Check one of the following:



 


		☐	The transfer will occur during the Transfer Restriction Period, and the Transferor certifies,
represents and warrants to you, as Certificate Registrar, that:



 


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The Transferor has satisfied all of the conditions under the applicable credit risk retention agreement
and the Trust and Servicing Agreement applicable to transfers by the Transferor to a Majority-Owned Affiliate.



 


		C.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice
of the Transfer to the Retaining Sponsor and the Depositor and the Retaining Sponsor has consented to the Transfer, a copy of which
is attached hereto.



 


		☐	The transfer will occur after the Transfer Restriction Period with respect to the Class HRR Certificate,
and the Transferor certifies, represents and warrants to you that:



 


		A.	The Transferor has satisfied all of the conditions under the applicable credit risk retention agreement
and the Trust and Servicing Agreement applicable to transfers by the Transferor to successor Third Party Purchasers.



 


		B.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice
of the Transfer to the Retaining Sponsor and the Depositor and the Retaining Sponsor has consented to the Transfer, a copy of which
is attached hereto.



 


		3.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Trust and Servicing Agreement as Exhibit C-3. The Transferor does not know or believe that the
Transferee is not an eligible Successor Third Party Purchaser and does not know or believe that any representation contained therein
is false.



 






    C-4-2 


     


    

 


IN WITNESS WHEREOF, the Transferor has caused
this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 





	 	 	[TRANSFEROR]
	 	 	 
		By:	    
	 	 	Name:

Title:



 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


3650 CAL BRIDGE LENDING, LLC,

a Delaware limited liability company


 


By: 3650 Bridge Cal-SMA Manager LLC,

its Manager


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 




    C-4-3 


     


    


 


EXHIBIT D-1


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor MAC N9300-070

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services, CAMB 2021-CX2


 


Deutsche Mortgage & Asset Receiving Corporation

1 Columbus Circle

New York, New York 10019

Attention: Helaine M. Kaplan


with a copy via e-mail to cmbs.requests@db.com


 


		Re:	Transfer of CAMB 2021-CX2 Mortgage
                                         Trust Commercial Mortgage Pass-Through Certificates: Class [__]



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.02 of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing
Agreement”), entered into in connection with the CAMB 2021-CX2 securitization transaction and the issuance of CAMB 2021-CX2
Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) in connection with the transfer
by [_______] (the “Seller”) to the undersigned (the “Purchaser”) of [$_____ aggregate [Certificate
Balance][_____% Percentage Interest]] of Class [__] Certificates, in certificated fully registered form (such registered interest,
the “Certificate”). Capitalized terms used but not defined herein have the respective meanings set forth in
the Trust and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


[For Institutional Accredited
Investors only]


 


		(i)	The Purchaser is an “institutional accredited investor” (i.e., an entity meeting
the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), or an entity in which all of the equity owners meet the requirements of Rule 501(a)(1),
(2), (3) or (7) of Regulation D promulgated under the Securities Act) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts
for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring
the Certificate for its own account or for one or more accounts (each of which is an “institutional accredited investor”)
as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby



 






    D-1-1 


     


    

 


	 	 	 undertakes to reimburse the Trust
for any costs incurred by it in connection with this transfer.



 


[For Qualified Institutional
Buyers only]


 


		(i)	The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A
(“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity
to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


		(ii)	The Purchaser’s intention is to acquire the certificate (A) for investment for the Purchaser’s
own account or (B) for resale to (1) “qualified institutional buyers” in transactions under Rule 144A,
(2) “institutional accredited investors” meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity
owners meet the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, or (3) pursuant
to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to
(a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) in the case of a transfer
to an Affiliated Person, the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar
that such reoffer, resale, pledge or other transfer is in compliance with the Securities Act, (c) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or other transfer is
in compliance with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a
written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands
that the Certificate (and any subsequent Individual Certificate) has not been registered under the Securities Act, by reason of
a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide
nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions)
as expressed herein.



 


		(iii)	The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange
thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction,
and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder
or unless an exemption from such registration or qualification is available.



 


		(iv)	The Purchaser has reviewed the applicable Offering Circular dated October 22, 2021, relating to the
Certificates (the “Offering Circular”) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Offering Circular.



 






    D-1-2 


     


    

 


		(v)	The Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing
Agreement in its capacity as an owner of an Individual Certificate or Certificates, as the case may be (each, a “Certificateholder”),
in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Trustee, the Certificate
Administrator, the Certificate Registrar and all Certificateholders present and future.



 


		(vi)	The Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance
with Section 5.02 of the Trust and Servicing Agreement.



 


		(vii)	Check one of the following:



 


☐       The
Purchaser is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form
W-9 (or successor form).


 


☐       The
Purchaser is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required to
be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The Purchaser
has attached hereto [(i) a duly executed IRS Form W-8BEN or W-8BEN-E, as applicable, (or successor form), which identifies
such Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Person, (ii) two
duly executed copies of IRS Form W-8IMY (and all appropriate attachments) or (iii)]* two duly executed copies of IRS Form W-8ECI
(or successor form), which identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original
issue discount on the U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Forms W-8BEN or W-8BEN-E, as applicable, IRS Forms W-8IMY
or]* IRS Forms W-8ECI[, as the case may be]*, any applicable successor IRS forms, or such other certifications as the Certificate
Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or
promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the
Certificate Registrar.


 


For purposes of this
paragraph (vii), “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 


Please make all payments
due on the Certificates:**


 


	 	(a)	by wire transfer to the following account at a bank or entity in New York, New York,
having appropriate facilities therefor:



 






    D-1-3 


     


    

 


		Account number:	 	 



 


	 	Institution:	 	 



 


	 	(b) by mailing a check or draft to the following address:
	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 









 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
		By:	    
	 	 	 
	 	 	Name:

Title:


 


Dated:  ________________, 20___


 





 






		*	Delete
                                         for Class R and Class LR.






		**	Only
                                         to be filled out by Purchasers of Individual Certificates. Please select (a) or (b).



 




    D-1-4 


     


    


 


EXHIBIT D-2


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells Fargo Bank, National
Association

Certificate Registrar

600 South 4th Street, 7th Floor MAC N9300-070

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2


 


Deutsche Mortgage & Asset Receiving Corporation

1 Columbus Circle

New York, New York 10019

Attention: Helaine M. Kaplan





with a copy via e-mail to cmbs.requests@db.com


 


		Re:	CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through
                                         Certificates, Class [    ]  



 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
intends to purchase from [______] (the “Seller”) $[_] initial Certificate Balance of CAMB 2021-CX2 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Class [ ], CUSIP No. [_____] (the “Certificates”),
issued pursuant to the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”),
entered into in connection with the CAMB 2021-CX2 securitization transaction. Capitalized terms used but not defined herein have
the respective meanings set forth in the Trust and Servicing Agreement. The Purchaser hereby certifies, represents and warrants
to, and covenants with, the Depositor, the Certificate Administrator, the Certificate Registrar and the Trustee that:


 


The Purchaser is not
and will not become (a) an employee benefit plan or other plan or retirement arrangement, including an individual retirement
account or a Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or to Section 4975 of the Code, or a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to
any federal, state or local law (“Similar Law”) which is to a material extent similar to the fiduciary responsibility
provisions of ERISA or to Section 4975 of the Code (each, a “Plan”), or (b) a person acting on behalf of
any such Plan or using the assets of any such Plan (including any entity whose underlying assets include plan assets by reason
of a Plan’s investment in the entity (within the meaning of Department of Labor Regulations Section 2510.3-101, as modified
by Section 3(42) of ERISA)), other than (except with respect to the Class S, Class R and Class LR Certificates) an insurance company
general account acquiring its interest in the Certificates under circumstances where all requirements of Sections I and III of
Department of Labor Prohibited Transaction Exemption 95-60 will be met with respect to its acquisition, holding and disposition
of the Certificates (or in the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of the Certificates
will not result in a non-exempt violation of Similar Law).


 






    D-2-1 


     


    

 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on this ___ day of __________, 20__.


 





	 	Very truly yours,
	 	 	 
	 	[Purchaser]
	 	 	 
		By:	    
	 	 	Name:

Title:






 




    D-2-2 


     


    


 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE


 


	Loan Information	 
	Name of Borrowers:	
        DW
Propco G, LLC and DW Propco H, LLC

	[Master Servicer][Special Servicer] Loan No.:	 
	Custodian	 
	Name: 	Wells
Fargo Bank, National Association
	Address: 	
        Wells Fargo Bank, N.A.

        

        1055 10th Avenue
        SE

        

        Minneapolis, Minnesota 55414

        

        Attention: Document Custody
        Group CAMB 2021-CX2

        

        E-mail: cmbscustody@wellsfargo.com

         

	Custodian Mortgage File No.:	

	Depositor	 
	Name: 	Deutsche Mortgage & Asset Receiving Corporation
	Address: 	Deutsche Mortgage & Asset Receiving Corporation

1 Columbus Circle

New York, New York 10019
	Certificates:	CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates


 


The undersigned
[Master Servicer][Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as Custodian for the
Holders of CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, the documents (the “Documents”)
specified below. All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in
the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”) and executed
in connection with the CAMB 2021-CX2 securitization transaction.


 





	 	(  )	 
	 	 	 
	 	(  )	 
	 	 	 
	 	(  )	 
	 	 	 
	 	(  )	 



 






    E-1 


     


    

 


The undersigned
[Master Servicer][Special Servicer] hereby acknowledges and agrees as follows:


 


(i)          The [Master Servicer][Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the
Trustee, solely for the purposes provided in the Trust and Servicing Agreement.


 


(ii)         The [Master Servicer][Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by,
any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special
Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as
otherwise provided in the Trust and Servicing Agreement.


 


(iii)        The [Master Servicer][Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists,
unless the Whole Loan has been liquidated or the Whole Loan has been paid in full and the proceeds thereof have been remitted to
the Collection Account, except as expressly provided in the Trust and Servicing Agreement.


 


(iv)        The Documents coming into the possession or control of the [Master Servicer][Special Servicer] shall at all times be held
for the account of the Trustee, and the [Master Servicer][Special Servicer] shall keep the Documents and any proceeds separate
and distinct from all other property in the [Master Servicer][Special Servicer]’s possession, custody or control.


  


	 	[MASTER SERVICER/SPECIAL SERVICER]
	 	 	 
		By: 	   
	 	 	Name:

Title:



 


		Dated: 	______________



 




    E-2 


     


    


 


EXHIBIT F


 


SECURITIES LEGEND


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
(A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL
BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT, OR (4) TO AN INSTITUTION THAT IS A NON “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH
TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE
WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR
IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. A TRANSFEREE
IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE TRUST AND SERVICING
AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL
ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A.


 




    F-1 


     


    


 


EXHIBIT G


 


FORM OF REGULATION S TRANSFER CERTIFICATE


 


Wells Fargo Bank, National
Association

Certificate Registrar

600 South 4th Street, 7th Floor MAC N9300-070

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2


 


		Re:	Transfer of CAMB 2021-CX2 Mortgage
                                         Trust Commercial Mortgage Pass-Through Certificates, Class [    ] 



 


Ladies and Gentlemen:


 


This certificate is delivered
pursuant to Section 5.02 of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing
Agreement”) and executed in connection with the CAMB 2021-CX2 securitization transaction, on behalf of the holders of
the CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ] (the “Certificates”)
in connection with the transfer by the undersigned (the “Transferor”) to [_____] (the “Transferee”)
of $[_____] Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”),
or a beneficial interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”)
maintained by The Depository Trust Company or its successor as Depositary under the Trust and Servicing Agreement (such transferred
interest, in either form, being the “Transferred Interest”).


 


In connection with such
transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions
set forth in the Trust and Servicing Agreement and the Certificates and (i) with respect to transfers made in accordance with Regulation
S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
the Transferor does hereby certify that:


 


(1)       the
offer of the Transferred Interest was not made to a person in the United States;


 


[(2)      at the time the
buy order was originated, the Transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed that the Transferee was outside the United States;]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 





 



 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  






    G-1 


     


    

 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	   
	 	 	Name:

Title:


 


Dated: ________________, 20__


 




    G-2 


     


    


 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section
5.02(c)(ii)(A) of 

the Trust and Servicing Agreement)


 


Wells Fargo Bank, National
Association

Certificate Registrar

600 South 4th Street, 7th Floor MAC N9300-070

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2


 


		Re:	Transfer of CAMB 2021-CX2 Mortgage
                                         Trust Commercial Mortgage Pass-Through Certificates, Class [    ]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”) and
executed in connection with the CAMB 2021-CX2 securitization transaction. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[_____] aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of
a Rule 144A Global Certificate (CUSIP No. [_____]) with the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP
No. [_____]) to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the Transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby
certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any persons acting on its behalf reasonably
believed that the Transferee was outside the United States,]**


 





 



 





*
Select appropriate depository.


 


**
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    H-1 


     


    


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	   
	 	 	Name:

Title:


 


Dated: ________________, 20__


 




    H-2 


     


    


 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.02(c)(ii)(B) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National
Association

Certificate Registrar

600 South 4th Street, 7th Floor MAC N9300-070

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2


 


		Re:	Transfer of CAMB 2021-CX2 Mortgage
                                         Trust Commercial Mortgage Pass-Through Certificates Class [    ]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”) and
executed in connection with the CAMB 2021-CX2 securitization transaction. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


The letter relates to
U.S. $[_____] aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form
of the Rule 144A Global Certificate (CUSIP No. [_____]) with the Depository in the name of [insert name of transferor] (the
“Transferor”). The Transferor has requested a transfer of such beneficial interest in the Certificates for an interest
in the Regulation S Global Certificate (Common Code No. [_____]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the transfer restrictions set forth in the Trust and Servicing Agreement and, (i) with respect to transfers made in reliance
on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby
certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 





 



 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    I-1 


     


    

 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	   
	 	 	Name:

Title:


 


Dated: _______________, 20___


 




    I-2 


     


    


 


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to Section
5.02(c)(ii)(C)

of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National
Association

Certificate Registrar

600 South 4th Street, 7th Floor MAC N9300-070

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services, CAMB 2021-CX2


 


		Re:	Transfer of CAMB 2021-CX2 Mortgage
                                         Trust Commercial Mortgage Pass-Through Certificates, Class [    ]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”) and
executed in connection with the CAMB 2021-CX2 securitization transaction. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
U.S. $[_____] aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form
of the Regulation S Global Certificate (CUSIP No. [_____]) with [Euroclear] [Clearstream]* (Common Code [_____])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate (CUSIP No. [_____]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Trust and Servicing Agreement and (ii) Rule 144A under the Securities
Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account with respect to
which the transferee exercises sole investment discretion and the transferee and any such account is “qualified institutional
buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or an jurisdiction.


 





 



 


*
Select appropriate depositary.


 






    J-1 


     


    

 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	   
	 	 	Name:

Title:


 


Dated: ______________, 20__


 




    J-2 


     


    


EXHIBIT K


 


FORM OF DISTRIBUTION DATE STATEMENT


 




    K-1 


     


    







 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 



 



	Table
    of Contents
	Section	Pages
	Certificate
    Distribution Detail	2
	Certificate
    Factor Detail	3
	Certificate
    Interest Reconciliation Detail	4
	Additional
    Information	5
	Bond
    / Collateral Reconciliation - Cash Flows	6
	Certificate Ratings Detail	7
	Bond / Collateral Reconciliation - Balances	8
	Mortgage
    Loan Detail (Part 1)	9
	Mortgage
    Loan Detail (Part 2)	10
	Principal
    Prepayment Detail	11
	Historical
    Detail	12
	Delinquency
    Loan Detail	13
	Collateral
    Stratification and Historical Detail	14
	Specially
    Serviced Loan Detail - Part 1	15
	Specially
    Serviced Loan Detail - Part 2	16
	Modified
    Loan Detail	17
	Historical
    Liquidated Loan Detail	18
	Historical
    Bond / Collateral Loss Reconciliation Detail	19
	Interest
    Shortfall Detail - Collateral Level	20
	Supplemental
    Notes	21





	Contacts
	  Role	Party
    and Contact Information
	Depositor	Deutsche Mortgage
    & Asset Receiving Corporation	 	 
	 	Helaine M. Kaplan	 	cmbs.requests@db.com
	 	1 Columbus Circle,
    | New York, NY 10019
	Certificate
    Administrator	Computershare Trust Company,
    N.A. as agent for Wells Fargo	 	 
	 	Bank, N.A.	 	 
	 	Corporate Trust Services
    (CMBS)		cts.cmbs.bond.admin@wellsfargo.com; 

        trustadministrationgroup@wellsfargo.com

	 	9062 Old Annapolis
    Road, | Columbia, MD 21045
	Master
    Servicer	KeyBank National Association	 	 
	 	Michael Tilden	 	michael_a_tilden@keybank.com
	 	11501 Outlook
    Street, Suite 300, | Overland Park, KS 66211
	Special
    Servicer	Situs Holdings, LLC	 	 
	 	Attention: Stacey Ciarlanti	 	staceyciarlanti@situsamc.com
	 	2 Embarcadero
    Center, 8th Floor, | San Francisco, CA 94111
	Operating
    Advisor	Park Bridge Lender Services
    LLC	 	 
	 	CAMB 2021-CX2 Surveillance
    Manager	 	cmbs.notices@parkbridgefinancial.com
	 	600 Third Avenue,
    40th Floor, | New York, NY 10016
	Trustee	Wilmington Trust, National
    Association	 	 
	 	Attention: CMBS Trustee – CAMB
    2021-CX2	 	cmbstrustee@wilmingtontrust.com
	 	1100 North Market
    St., | Wilmington, DE 19890
	Rating
    Agency	DBRS, Inc.	 	 
	 	Attention: CMBS Surveillance	 	CMBS.surveillance@morningstar.com
	 	22 West Washington
    Street, | Chicago, IL 60602
	Rating
    Agency	Fitch Ratings, Inc.	 	 
	 	Commercial Mortgage Surveillance
    Group	 	info.cmbs@fitchratings.com
	 	300 West 57th
    Street, | New York, NY 10019
	 	 
	 	 
	 	 







	 	This report is compiled by Computershare Trust Company, N.A. from information provided by third parties. Computershare Trust Company, N.A. has not independently confirmed the accuracy of the information.
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificate holders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 1 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	11/30/21	Series 2021
	 	 	 	 


 


	Certificate
                     Distribution Detail

         

	Class	CUSIP	Pass-Through
    Rate (2)	 	Original
    Balance	Beginning
    

    Balance	Principal
    Distribution	Interest
    Distribution	Prepayment
    

    Penalties	Realized
    Losses	Total
    Distribution	Ending
    Balance	Current
    Credit Support1	Original
    Credit Support1
	Regular Certificates
	A	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	C	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	HRR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	S	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	R	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	LR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	Regular
    SubTotal	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 
	Notional Certificates
	X	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	Notional
    SubTotal	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deal Distribution
    Total	 	 	 	 	0.00	0.00	0.00	0.00	0.00	 	 	 



 


	 	*	Denotes the Controlling Class
    (if required)
	 	(1)	Calculated by taking (A) the sum
    of the ending certificate balance of all classes in a series less (B) the sum of (i) the ending certificate balance of the
    designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class
    and dividing the result by (A).
	 	(2)	Pass-Through Rates with respect
    to any Class of Certificates on next month's Payment Date is expected to be the same as the current respective Pass-Through
    Rate, subject to any modifications on the underlying loans, any change in certificate or pool balance, any change in the underlying
    index (if and as applicable), and any other matters provided in the governing documents.







    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 2 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 



 


	Certificate
    Factor Detail
	 
	Class	CUSIP	Beginning
    Balance	Principal
    Distribution	Interest
    Distribution	Interest
    Shortfalls / (Paybacks)	Cumulative
    Interest Shortfalls	Prepayment

    Penalties	Realized
    Losses	Total
    Distribution	Ending
    Balance
	Regular Certificates                              
	A	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	HRR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	LR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 
	Notional Certificates                             
	X	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000



 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 3 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 

	Certificate
    Interest Reconciliation Detail
	 
	Class	Accrual
    Period	Accrual
    Days	Prior
    Cumulative Interest Shortfalls	Accrued
    Certificate Interest	Net
    Aggregate Prepayment Interest Shortfall	Distributable
    Certificate Interest	Interest
    Shortfalls / (Paybacks)	Payback
    of Prior Realized Losses	Additional
    Interest Distribution Amount	Interest
    Distribution	Cumulative
    Interest Shortfalls	 
	A	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	C	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	HRR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	 


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 4 of 21




     


    

  


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


  


Additional
Information


 


	 
	Total Available Distribution Amount (1)	0.00
	Borrower Reimbursable Trust Fund Expenses	0.00


 


		(1)	The
Available Distribution Amount includes any Prepayment Penalties.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 5 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


Bond
/ Collateral Reconciliation - Cash Flows


 


	Total Funds Collected


 


	 	Interest
	 	 	Interest Paid or Advanced	0.00
	 	 	Interest Reductions due to Nonrecoverability Determination	0.00
	 	 	Interest Adjustments	0.00
	 	 	Deferred Interest	0.00
	 	 	ARD Interest	0.00
	 	 	Net Prepayment Interest Excess / (Shortfall)	0.00
	 	 	Extension Interest	0.00
	 	 	Interest Reserve Withdrawal	0.00
	 	 	Total Interest Collected	0.00


 


	 	Principal
	 	 	Scheduled Principal	0.00
	 	 	Unscheduled Principal Collections	 
	 	 	Principal Prepayments	0.00
	 	 	Collection of Principal after Maturity Date	0.00
	 	 	Recoveries From Liquidations and Insurance Proceeds	0.00
	 	 	Excess of Prior Principal Amounts Paid	0.00
	 	 	Curtailments	0.00
	 	 	Negative Amortization	0.00
	 	 	Principal Adjustments	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Principal Collected	0.00


 


 


 


	 	Other
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Gain on Sale / Excess Liquidation Proceeds	0.00
	 	 	Borrower Option Extension Fees	0.00
	 	 	 	 
	 	 	Total Other Collected	0.00


 


	 	Total Funds Collected	0.00





	Total Funds Distributed


 


	 	Fees
	 	 	Master Servicing Fee	0.00
	 	 	Certificate Administrator Fee	0.00
	 	 	Trustee Fee	0.00
	 	 	CREFC® Intellectual Property Royalty License Fee	0.00
	 	 	Operating Advisor Fee	0.00
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Total Fees	0.00


 


	 	Expenses/Reimbursements
	 	 	Reimbursement for Interest on Advances	0.00
	 	 	ASER Amount	0.00
	 	 	Special Servicing Fees (Monthly)	0.00
	 	 	Special Servicing Fees (Liquidation)	0.00
	 	 	Special Servicing Fees (Work Out)	0.00
	 	 	Legal Fees	0.00
	 	 	Rating Agency Expenses	0.00
	 	 	Taxes Imposed on Trust Fund	0.00
	 	 	Non-Recoverable Advances	0.00
	 	 	Workout Delayed Reimbursement Amounts	0.00
	 	 	Other Expenses	0.00
	 	 	Total Expenses/Reimbursements	0.00


 


	 	Interest Reserve Deposit	0.00


 


	 	Payments to Certificateholders and Others
	 	 	Interest Distribution	0.00
	 	 	Principal Distribution	0.00
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Borrower Option Extension Fees	0.00
	 	 	Total Payments to Certificateholders and Others	0.00


 


	 	Total Funds Distributed	0.00







 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 6 of 21




     


    

 




	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


  





Certificate
                                         Ratings Detail


 


	 	 	 	 	 	DBRS,
    Inc.	 	 	Fitch
    Ratings, Inc.	 	 	 
	Class	 	CUSIP	 	 	Original	 	Current1	 	Date
    Last

    Changed	 	 	Original	 	Current1	 	Date
    Last

    Changed	 	 	 
	A	 	 	 	 	 	 	 	 	MM/DD/YY	 	 	 	 	 	 	MM/DD/YY	 	 	 
	X	 	 	 	 	 	 	 	 	MM/DD/YY	 	 	 	 	 	 	MM/DD/YY	 	 	 
	B	 	 	 	 	 	 	 	 	MM/DD/YY	 	 	 	 	 	 	MM/DD/YY	 	 	 
	C	 	 	 	 	 	 	 	 	MM/DD/YY	 	 	 	 	 	 	MM/DD/YY	 	 	 
	D	 	 	 	 	 	 	 	 	MM/DD/YY	 	 	 	 	 	 	MM/DD/YY	 	 	 
	HRR	 	 	 	 	 	 	 	 	MM/DD/YY	 	 	 	 	 	 	MM/DD/YY	 	 	 


 


		NR	-
                                         Designates that the class was not rated by the above agency at the time of original issuance.



 


		N/A	-
                                         Data not available this period.



 


		X	-
                                         Designates that the above rating agency did not rate any classes in this transaction
                                         at the time of original issuance.



 


		(1)	For
                                         any class not rated at the time of original issuance by any particular rating agency,
                                         no request has been made subsequent to issuance to obtain rating information, if any,
                                         from such rating agency. The current ratings were obtained directly from the applicable
                                         rating agency within 30 days of the payment date listed above. The ratings may have changed
                                         since they were obtained. Because the ratings may have changed, you may want to obtain
                                         current ratings directly from the rating agencies.




 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 7 of 21




     


    

 




	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


  


Bond
/ Collateral Reconciliation - Balances


 


	Collateral Reconciliation


	 	 	 	 	Total
	Beginning Scheduled Collateral Balance	0.00	 	 	0.00
	(-) Scheduled Principal Collections	0.00	 	 	0.00
	(-) Unscheduled Principal Collections	0.00	 	 	0.00
	(-) Principal Adjustments (Cash)	0.00	 	 	0.00
	(-) Principal Adjustments (Non-Cash)	0.00	 	 	0.00
	(-) Realized Losses from Collateral	0.00	 	 	0.00
	(-) Other Adjustments2	0.00	 	 	0.00
	 	 	 	 	 
	 Ending Scheduled Collateral Balance	0.00	 	 	0.00
	 Beginning Actual Collateral Balance	0.00	 	 	0.00
	 Ending Actual Collateral Balance	0.00	 	 	0.00





	Certificate Reconciliation


	 	Total
	Beginning Certificate Balance	0.00
	(-) Principal Distributions	0.00
	(-) Realized Losses	0.00
	 	Realized Loss and Realized Loss Adjustments on Collateral	0.00
	 	Current Period NRA1	0.00
	 	Current Period WODRA1	0.00
	 	Principal Used to Pay Interest	0.00
	 	Non-Cash Principal Adjustments	0.00
	 	Certificate Other Adjustments**	0.00
	Ending Certificate Balance	0.00








	NRA/WODRA Reconciliation
	 	Non-Recoverable Advances (NRA) from Principal	Workout Delayed Reimbursement of Advances (WODRA) from Principal
	Beginning Cumulative Advances	0.00	0.00
	Current Period Advances	0.00	0.00
	Ending Cumulative Advances	0.00	0.00
	 	 	 





	Under / Over Collateralization Reconciliation
	Beginning UC / (OC)	0.00
	UC / (OC) Change	0.00
	Ending UC / (OC)	0.00
	Net WAC Rate	0.00%
	UC / (OC) Interest	0.00







	(1)	Current Period NRA and WODRA displayed will represent the portion applied as Realized Losses to the bonds.
	(2)	Other Adjustments value will represent miscellaneous items that may impact the Scheduled Balance of the collateral.
	**	A negative value for Certificate Other Adjustments represents the payback of prior Principal Shortfalls, if any.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 8 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Mortgage Loan Detail (Part 1)

                                                                     

	Pros ID 	Loan ID	Loan Group	Prop Type (1)	City 	State	Interest Accrual Type	Gross Rate	Scheduled Interest	Scheduled Principal	Principal

Adjustments	Anticipated Repay Date	Original Maturity Date	Adjusted Maturity Date	Beginning Scheduled Balance	Ending Scheduled Balance	Paid Through Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	1
    Property Type Codes
	 	 	HC
    - Health Care	MU
    - Mixed Use	WH
    - Warehouse	MF
    - Multi-Family
	 	 	SS
    - Self Storage	LO
    - Lodging	RT
    - Retail	SF
    - Single Family Rental
	 	 	98
    - Other	IN
    - Industrial	OF
    - Office	MH
    - Mobile Home Park
	 	 	SE
    - Securities	CH
    - Cooperative Housing	ZZ
    - Missing Information/Undefined	 


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 9 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Mortgage
    Loan Detail (Part 2)
	 
	Pros ID 	Loan Group	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date	Appraisal Reduction Date	Appraisal Reduction Amount	Cumulative ASER	Current P&I Advances	Cumulative P&I Advances	Cumulative Servicer Advances	Current NRA/WODRA from Principal	Defease Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 10 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Principal
    Prepayment Detail
	 
	 	 	 	Unscheduled Principal 	Prepayment Premiums
	Pros ID	Loan Number	Loan

Group	Amount	 	Prepayment / Liquidation Code	Prepayment Premium Amount	Yield Maintenance Amount
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 
	 


	 	Note: Principal Prepayment Amount listed here may include Principal Adjustment Amounts on the loan in addition to the Unscheduled Principal Amount.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 11 of 21




     


    


 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Historical
    Detail
	 
	 	Delinquencies1	Prepayments	Rate and Maturities
	 	30-59 Days	60-89 Days	90 Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next Weighted Avg.	 
	Distribution Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	Note: Foreclosure and REO Totals are included in the delinquencies aging categories.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 12 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Delinquency
    Loan Detail
	 
	Pros ID	Loan ID	Paid Through Date	Months Delinquent	Mortgage

Loan

Status1	Current P&I Advances	Outstanding P&I Advances	
        Outstanding 


        Servicer


        Advances

        	Actual Principal Balance	
        Servicing 


        Transfer


        Date

        	Resolution

Strategy

Code2	Bankruptcy Date	Foreclosure Date	REO Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 



	 	1 Mortgage Loan Status
	 	 	A
    - Payment Not Received But Still in Grace Period	0
    - Current	4
    - Performing Matured Balloon
	 	 	B -
    Late Payment But Less Than 30 days  Delinquent	1 -
    30-59 Days Delinquent	5 -
    Non Performing Matured Balloon
	 	 	 	2 -
    60-89 Days Delinquent	6 -
    121+ Days Delinquent
	 	 	 	3 -
    90-120 Days Delinquent	 
	 	 	 	 	 




	 	2 Resolution Strategy Code
	 	 	1
    - Modification	6
    - DPO	10
    - Deed in Lieu of Foreclosures
	 	 	2 -
    Foreclosure	7 -
    REO	11-
    Full Payoff
	 	 	3 -
    Bankruptcy	8 -
    Resolved	12
    - Reps and Warranties
	 	 	4 -
    Extension	9 -
    Pending Return to Master Servicer	13
    -  TBD
	 	 	5 -
    Note Sale	98
    - Other	 







	 	Note: Outstanding P & I Advances include the current period advance.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 13 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


Collateral
Stratification and Historical Detail


 


	Maturity Dates and Loan Status1



	 	Total	Performing	Non-Performing	REO/Foreclosure
	 			
	Past Maturity	0	0	0	0
	0 - 6 Months	0	0	0	0
	7 - 12 Months	0	0	0	0
	13 - 24 Months	0	0	0	0
	25 - 36 Months	0	0	0	0
	37 - 48 Months	0	0	0	0
	49 - 60 Months	0	0	0	0
	>
    60 Months	0	0	0	0












 

	Historical Delinquency Information



	 	Total	Current	30-59 Days	60-89 Days	90+ Days	REO/Foreclosure
	 					
	Dec-21	0	0	0	0	0	0
	Nov-21	0	0	0	0	0	0
	Oct-21	0	0	0	0	0	0
	Sep-21	0	0	0	0	0	0
	Aug-21	0	0	0	0	0	0
	Jul-21	0	0	0	0	0	0
	Jun-21	0	0	0	0	0	0
	May-21	0	0	0	0	0	0
	Apr-21	0	0	0	0	0	0
	Mar-21	0	0	0	0	0	0
	Feb-21	0	0	0	0	0	0
	Jan-21	0	0	0	0	0	0












 

	(1)	Maturity dates used in this chart are based on the dates provided by the Master Servicer in the Loan Periodic File.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 14 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Specially
    Serviced Loan Detail - Part 1
	 
	Pros ID	Loan ID	Ending Scheduled Balance	Actual Balance	Appraisal Value	Appraisal Date	Net Operating Income	DSCR	DSCR Date	Maturity Date	
        Remaining


        Amort Term

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 15 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Specially
    Serviced Loan Detail - Part 2
	 
	Pros ID	Loan ID	Property Type1	State	
        Servicing


        Transfer


        Date

        	Resolution Strategy Code2	Special Servicing Comments
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 



	 	1 Property Type Codes
	 	 	HC - Health Care	MU - Mixed Use	WH - Warehouse
	 	 	MF - Multi-Family	SS - Self Storage	LO - Lodging
	 	 	RT - Retail	SF - Single Family Rental	98 - Other
	 	 	IN - Industrial	OF - Office	MH - Mobile Home Park
	 	 	SE - Securities	CH - Cooperative Housing	ZZ - Missing Information/Undefined





	 	2 Resolution Strategy Code
	 	 	1 - Modification	6 - DPO	10 - Deed in Lieu of Foreclosures
	 	 	2 - Foreclosure	7 - REO	11- Full Payoff
	 	 	3 - Bankruptcy	8 - Resolved	12 - Reps and Warranties
	 	 	4 - Extension	9 - Pending Return to Master Servicer	13 -  TBD
	 	 	5 - Note Sale	98 - Other	 







 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 16 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


Modified
Loan Detail


 


	 	 	 	Pre-Modification	Post-Modification	 	 	 	 
	Pros ID	Loan Number	 	Balance	Rate	Balance	Rate	
        Modification 


        Code1

        	
        Modification Booking 


        Date

        	
        Modification Closing 


        Date

        	
        Modification Effective 


        Date

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


	1 Modification Codes
	 	1 - Maturity Date Extension	5 - Temporary Rate Reduction	8 - Other	 
	 	2 - Amortization Change	6 - Capitalization on Interest	9 - Combination	 
	 	3 - Principal Write-Off	7 - Capitalization on Taxes	10 - Forbearance	 
	 	 	 	 	 


	 	Note: Please refer to Servicer Reports for modification comments.


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 17 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	Historical
    Liquidated Loan Detail
	 
	Pros ID1	
        Loan


        Number

        	Dist.Date	
        Loan


        Beginning


        Scheduled


        Balance

        	
        Most Recent


        Appraised


        Value or BPO

        	
        Gross Sales


        Proceeds or


        Other


        Proceeds

        	
        Fees,


        Advances,


        and Expenses

        	
        Net Proceeds


        Received on


        Liquidation

        	
        Net Proceeds


        Available for


        Distribution

        	
        Realized Loss


        to Loan

        	
        Current 


        Period


        Adjustment to


        Loan

        	
        Cumulative


        Adjustment to


        Loan

        	
        Loss to Loan


        with


        Cumulative


        Adjustment

        	
        Percent of


        Original


        Loan


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	Current Period Totals	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 	 


 


	 	Note: Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 18 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


	 	 	Historical
    Bond / Collateral Loss Reconciliation Detail	 
	 	 	 	 
	Pros ID	
        Loan


        Number

        	Distribution Date	
        Certificate 


        Interest Paid


        from Collateral


        Principal


        Collections

        	
        Reimb of Prior


        Realized Losses


        from Collateral


        Interest


        Collections

        	
        Aggregate


        Realized Loss to


        Loan

        	
        Loss Covered by


        Credit


        Support/Deal


        Structure

        	
        Loss Applied to


        Certificate


        Interest Payment

        	
        Loss Applied to


        Certificate


        Balance

        	
        Non-Cash 


        Principal


        Adjustment

        	
        Realized Losses


        from


        NRA/WODRA

        	
        Total Loss 


        Applied to


        Certificate


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Current Period Totals	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 
	 	 


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 19 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


Interest Shortfall
Detail - Collateral Level


 


	Pros ID	
        Interest


        Adjustments

        	
        Deferred


        Interest


        Collected

        	Special Servicing Fees	ASER	PPIS /  (PPIE)	
        Non-


        Recoverable


        Interest

        	
        Interest on


        Advances

        	
        Reimbursement of 


        Advances from


        Interest

        	
        Other


        Shortfalls /


        (Refunds)

        	
        Modified


        Interest


        Reduction /


        (Excess)

        
	Monthly	Liquidation	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Note: Interest Adjustments listed for each loan do not include amounts that were used to adjust the Weighted Average Net Rate of the mortgage loans.	 	Collateral Shortfall Total	0.00


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 20 of 21




     


    

 


	Distribution
    Date:	12/10/21	CAMB 2021-CX2 Mortgage Trust	
	Determination
    Date:	12/06/21
	Next
    Distribution Date:	01/10/22	Commercial Mortgage Pass-Through Certificates
	Record
    Date:	11/30/21	Series 2021
	 	 	 	 


 


Supplemental
Notes


 


	None


 



    
	© Copyright 2021 Computershare. All rights reserved. Confidential.	Page 21 of 21




     


    

 





 





EXHIBIT
L-1-A


 


Form
of Investor Certification for Non-Borrower Related Parties 


 


[Date]


 


	KeyBank
                                         National Association

                                         11501 Outlook Street, Suite 300

                                         Overland Park, Kansas 66211

                                         Attention: Michael Tilden

                                         Email: Michael_a_tilden@keybank.com

         

        with
        a copy to:

         

        Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com
	 	Wells
    Fargo Bank, National Association 

    9062 Old Annapolis Road 

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – CAMB 2021-CX2
	 	 	 


		Re:	CAMB
2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In
accordance with the requirements for obtaining certain information under the Trust and Servicing Agreement, dated as of November
9, 2021 (the “Agreement”) and executed in connection with the CAMB 2021-CX2 securitization transaction, with
respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.        The
undersigned is a [certificateholder][Directing Holder][Controlling Class Certificateholder][beneficial owner][prospective purchaser]
of the Class [_] Certificates.


 


2.
      The undersigned is not a Borrower Related Party.


 


3.        The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
[Master Servicer’s Website][Certificate Administrator’s Website] and/or is requesting the information identified on
the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed
by the undersigned or by its


 






    L-1-A-1 


     


    

 


officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.        The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, each
Initial Purchaser and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.


 


5.        At
any time the undersigned becomes a Borrower Related Party, the undersigned shall deliver the certification attached as Exhibit
L-1-B to the Agreement.


 


6.        The
undersigned agrees that each time it accesses the [Master Servicer’s Website][Certificate Administrator’s Website],
the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Certificateholder][Directing
    Holder][Controlling Class Certificateholder][Beneficial Owner][Prospective Purchaser]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    L-1-A-2 


     


    

 


EXHIBIT
L-1-B


 


FORM
OF INVESTOR CERTIFICATION FOR BORROWER RELATED PARTIES


 


[Date]


 


	KeyBank
                                         National Association

                                         11501 Outlook Street, Suite 300

                                         Overland Park, Kansas 66211

                                         Attention: Michael Tilden

                                         Email: Michael_a_tilden@keybank.com

         

        with
        a copy to:

         

        Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com
	 	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services – CAMB 2021-CX2

         

	 	 	 


		Re:	CAMB
2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In
accordance with the requirements for obtaining certain information under the Trust and Servicing Agreement, dated as of November
9, 2021 (the “Agreement”) and executed in connection with the CAMB 2021-CX2 securitization transaction, with
respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.        The
undersigned is a [certificateholder][Directing Holder][Controlling Class Certificateholder][beneficial owner][prospective purchaser]
of the Class [_] Certificates.


 


2        The
undersigned is a Borrower Related Party.


 


3.        The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part.


 






    L-1-B-1 


     


    

 


The
undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.        The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Privileged Information (as
defined in the Agreement) to the extent the undersigned receives access to such Privileged Information on the Certificate Administrator’s
website or otherwise receives access to such Privileged Information in connection with its duties, or exercise of its rights pursuant
to the Agreement.


 


5.        The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representative and shall indemnify
each party to the Agreement, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with
respect to any such breach by the undersigned or any of its Representatives.


 


6.        To
the extent the undersigned receives access to any Privileged Information on the Certificate Administrator’s Website or otherwise
receives access to such Privileged Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide such Privileged Information to the Borrower or (A) any employees or personnel of the undersigned or any Affiliate
involved in the management of any investment in the Borrower or the Mortgaged Property or (B) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the Borrower, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.        The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.        The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.]


 






    L-1-B-2 


     


    

 


	 	[certificateholder][Directing
    Holder][Controlling Class Certificateholder][beneficial owner][prospective purchaser]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    L-1-B-3 


     


    

 


EXHIBIT
L-1-C


 


Form
of Certification of the DIRECTING HOLDER


 


[Date]


 





	KeyBank
                           National Association

                           11501 Outlook Street, Suite 300

                           Overland Park, Kansas 66211

                           Attention: Michael Tilden

                           Email: Michael_a_tilden@keybank.com

         

        with
        a copy to:

         

        Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com
	 	Wells
                           Fargo Bank, National Association

                           9062 Old Annapolis Road

                           Columbia, Maryland 21045

                           Attention: Corporate Trust Services – CAMB 2021-CX2

         

        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CAMB 2021-CX2-Surveillance Manager (with a copy sent contemporaneously via email to: cmbsnotices@parkbridgefinancial.com)

         





 

		Re:	Trust
                                         and Servicing Agreement (“Trust and Servicing Agreement”) relating to CAMB
                                         2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In
accordance with Section 6.07(e) of the Trust and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.        The
undersigned has been appointed to act as the Directing Holder.


 


2.        The
undersigned is not a Borrower Related Party.


 


3.        If
the undersigned becomes a Borrower Related Party, the undersigned agrees to and shall deliver the certification attached as Exhibit
L-1-B to the Trust and Servicing Agreement.


 


4.        The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify each party to the Trust
and Servicing Agreement, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


5.        The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Trust and


 






    L-1-C-1 


     


    

 


Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


6.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.]


 


	 	[The
    Directing Holder][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    L-1-C-2 


     


    

 


EXHIBIT
L-1-D


 


FORM
OF NOTICE OF CONFLICTED CONTROLLING CLASS HOLDER WHO


BECOMES A BORROWER RELATED PARTY


 


[Date]


 


	KeyBank
                                         National Association

                                         11501 Outlook Street, Suite 300

                                         Overland Park, Kansas 66211

                                         Attention: Michael Tilden

                                         Email: Michael_a_tilden@keybank.com

         

        with
        a copy to:

         

        Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com

         
	 	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services – CAMB 2021-CX2

         



		Re:	Trust
                                         and Servicing Agreement (“Trust and Servicing Agreement”) relating to CAMB
                                         2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In
accordance with Section 4.02 of the Trust and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Conflicted Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.        The
undersigned is [the Directing Holder][a Controlling Class Certificateholder] as of the date hereof.


 


2.        The
undersigned has become a Borrower Related Party with respect to the Trust Loan and has become a Conflicted Controlling Class Holder.


 


3.        As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Trust and Servicing Agreement:


 






    L-1-D-1 


     


    

 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.        The
undersigned hereby acknowledges and agrees that it is no longer a Privileged Person and shall only be entitled to access the Distribution
Date Statements, and the following items to the extent that they are made available to the general public on the Certificate Administrator’s
Website: the Trust and Servicing Agreement, the Trust Loan Purchase Agreements and any SEC filings.


 


5.        The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the CAMB 2021-CX2 securitization should be revoked as to such users:


 


_______________________________


 


_______________________________


 


_______________________________


 


_______________________________


 


_______________________________


 


6.        The
undersigned shall be fully liable for any breach of the Trust and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


7.        The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


8.        The
undersigned is simultaneously providing an investor certification to the Certificate Administrator in the form of Exhibit L-1-B
to the Trust and Servicing Agreement, requesting access to the Certificate Administrator’s site as a Borrower Related Party.
The undersigned acknowledges that it is no longer a Privileged Person and shall only be entitled to access the Distribution Date
Statements, and the following items to the extent that they are made available to the general public on the Certificate Administrator’s
Website: the Trust and Servicing Agreement, the Trust Loan Purchase Agreements and any SEC filings unless and until it has (i)
delivered notice of the termination of the related Conflicted Controlling Class Holder status and


 






    L-1-D-2 


     


    

 


(ii) submitted a new investor
certification in accordance with Section 4.02 of the Trust and Servicing Agreement.


 


9.        The
undersigned agrees to indemnify and hold harmless each party to the Trust and Servicing Agreement, the Initial Purchasers and
the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any such information relating to the Whole Loan.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Trust and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing
    Holder] [Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Deutsche Mortgage & Asset Receiving Corporation


 






    L-1-D-3 


     


    

 


EXHIBIT
L-2


 


FORM
OF INVESTOR CERTIFICATION TO EXERCISE VOTING RIGHTS


 


[Date]


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com


 


with
a copy to:


 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CAMB 2021-CX2


 


		Re:	CAMB
                                         2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Trust and Servicing Agreement, dated as of
November 9, 2021 (the “Agreement”) and executed in connection with the CAMB 2021-CX2 securitization transaction,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


1.       The
undersigned is a [beneficial certificateholder of the Class [_] Certificates in the original principal amount of $[_____], CUSIP
number [_]].


 


2.       The
undersigned is duly authorized to deliver this certification to the Certificate Administrator, such power has not been granted
or assigned to any other Person and the Certificate Administrator may conclusively rely on this certification.


 


3.       The
undersigned intends to exercise Voting Rights under the Agreement, and certifies that the undersigned is not the Depositor, the
Certificate Administrator, the Trustee, the Operating Advisor, a Borrower Related Party, a Manager, a Restricted Holder, an Affiliate
of any of the foregoing or an agent of any of the foregoing.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives, and shall indemnify the Depositor, the Certificate Administrator, the Trustee, the Operating Advisor,
the


 






    L-2-1 


     


    

 


Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Company:
	 	 	Phone:
	 	 	 
	 	[DTC Participant
    Name_________________
	 	 
	 	DTC Participant
    No. _________________]



 






    L-2-2 


     


    

 


EXHIBIT
L-3


 


FORM
OF ONLINE VENDOR CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor.





 


In
connection with the CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”)
issued pursuant to the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”)
and executed in connection with the CAMB 2021-CX2 securitization transaction, the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of BlackRock Financial Management, Inc., Bloomberg,
                                         L.P., Trepp, LLC, Intex Solutions, Inc., Thomson Reuters Corporation, Interactive Data
                                         Corporation, Moody’s Analytics, KBRA Analytics, LLC. or Markit LLC, a market data
                                         provider that has been given access to the Distribution Date Statements, CREFC reports
                                         and supplemental notices delivered or made available pursuant to Section 4.02 of the
                                         Trust and Servicing Agreement to Privileged Persons on https://www.ctslink.com (the “Website”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses the Website, the undersigned is deemed
                                         to have recertified that the representation above remains true and correct.



 


		3.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the agreement pursuant to which the Certificates were issued.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[______________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:


 


Dated:


 






    L-3-1 


     


    

 


EXHIBIT
L-4


 


FORM
OF CREFC® Certification 


 


This
Certification has been prepared for provision of information to the CRE Finance Council®. 


 


In
connection with the CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of the CRE Finance Council® that has
                                         been given access to the Distribution Date Statements and CREFC® reports
                                         on https://www.ctslink.com.



 


		2.	The
                                         undersigned agrees that each time it accesses https:// www.ctslink.com, the undersigned
                                         is deemed to have recertified that the representation above remains true and correct.



 


		3.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the agreement pursuant to which the Certificates were issued.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and has caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[______________________]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:


 


Dated:


 






    L-4-1 


     


    

 


EXHIBIT
M


 


FORM
OF NOTIFICATION FROM CUSTODIAN





 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	CAMB
                                         2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing
Agreement”) and executed in connection with the CAMB 2021-CX2 securitization transaction, the undersigned, as Custodian,
hereby notifies you that, based upon the review required under the Trust and Servicing Agreement, the Mortgage File for the Whole
Loan set forth on the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii)
has not been recorded or filed (if required), (iii) is unrelated to the Whole Loan, (iv) appears not to be what they purport to
be or has been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each case as more fully described
on the attached defect schedule.


 


The
Custodian has no responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is
legal, valid, binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except,
if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction,
or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon
is genuine.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Trust and Servicing Agreement.


 


	 	wells
    fargo bank, national association, as Custodian
	 	 
	 	By:
    COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    M-1 


     


    

 


SCHEDULE
A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


 


To
the Depositor:


 


Deutsche
Mortgage & Asset Receiving Corporation

1 Columbus Circle

New York, New York 10019

Attention: Helaine
M. Kaplan 


with
a copy via e-mail to cmbs.requests@db.com


 


To
the Certificate Administrator:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – CAMB 2021-CX2 


Email:
trustadministrationgroup@wellsfargo.com; 


cts.cmbs.bond.admin@wellsfargo.com


 


To
the Trustee: 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – CAMB 2021-CX2 


with
a copy to: 


E-mail:
cmbstrustee@wilmingtontrust.com


 


To
the Master Servicer:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com


 


with
a copy to:


 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


To
the Special Servicer:


 






    M-2 


     


    

 


Situs
Holdings, LLC

2 Embarcadero Center, 8th Floor

San Francisco, California 94111 


Attention:
Stacey Ciarlanti 


E-mail:
staceyciarlanti@situsamc.com


 


with
a copy to:


 


Situs
Group, LLC

5065 Westheimer, Suite 700E

Houston, Texas 77056

Attention: Legal Department

E-mail: legal@situsamc.com



 


To
the Operating Advisor:


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CAMB 2021-CX2-Surveillance Manager (with a copy sent contemporaneously via email to: cmbsnotices@parkbridgefinancial.com)


 


To
the Trust Loan Sellers:


 


German
American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: Helaine M. Kaplan



with a copy via e-mail to:



E-mail: cmbs.request@db.com


 


Bank
of America, N.A.

One Bryant Park

Mail Code: NY1-100-11-07 


New
York, New York 10036

Attention: Director of CMBS Securitization 


Email:
leland.f.bunch@bofa.com


 


with
a copy to:


 


Bank
of America Legal Department 


150
North College Street 


Mail
Code: NC1-028-24-02 


Charlotte,
North Carolina 28255 


Attention:
W. Todd Stillerman, Esq., Associate General Counsel & Director 


 






    M-3 


     


    

 


Email:
todd.stillerman@bofa.com and cmbsnotices@bofa.com


 


JPMorgan
Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate 


Email:
ABS_Synd@jpmorgan.com



with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal 


Email:
US_CMBS_Notice@jpmorgan.com


 


3650
Cal Bridge Lending, LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133 



with copies via email to:



Jonathan Roth

Email: jroth@3650reit.com



and 



Mark A. Jefferis, General Counsel and Chief Compliance Officer

Email: mjefferis@3650reit.com


 






    M-4 


     


    

 


DEFECT
SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN


 






    M-5 


     


    

 


EXHIBIT
N-1


 


FORM
OF CLOSING DATE CUSTODIAN CERTIFICATION


 


[Date]


 


	Deutsche
                                         Mortgage & Asset Receiving Corporation

                                         1 Columbus Circle

                                         New York, New York 10019

                                         Attention: Helaine M. Kaplan

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – CAMB 2021-CX2

         

        KeyBank
        National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Email: Michael_a_tilden@keybank.com

         

        with
        a copy to:

         

        Polsinelli

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Kraig Kohring

        Email: kkohring@polsinelli.com

         

        German
        American Capital Corporation

        1 Columbus Circle

        New York, New York 10019

        Attention: Helaine M. Kaplan

        with a copy via e-mail to:

        cmbs.request@db.com

         

        Wilmington
Trust, National Association

1100 North Market Street 

        Wilmington,
Delaware 19890 

        Facsimile
Number: (302) 630-4140
	 	Bank
of America, N.A.

One Bryant Park

Mail Code: NY1-100-11-07 

        New
York, New York 10036

Attention: Director of CMBS Securitization 

        Email:
        leland.f.bunch@bofa.com

         

        with
        a copy to:

         

        Bank
        of America Legal Department

        150
North College Street 

        Mail
Code: NC1-028-24-02 

        Charlotte,
North Carolina 28255 

        Attention:
W. Todd Stillerman, Esq., Associate General Counsel & Director 

        Email:
        todd.stillerman@bofa.com and cmbsnotices@bofa.com

         

        JPMorgan
Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate 

        Email:
ABS_Synd@jpmorgan.com



with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal 

        Email:
        US_CMBS_Notice@jpmorgan.com

         

        3650
Cal Bridge Lending, LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133



with copies via email to:



Jonathan Roth

Email: jroth@3650reit.com



 






    N-1-1 


     


    

 


	Attention:
    CMBS Trustee – CAMB 2021-CX2

    Email: cmbstrustee@wilmingtontrust.com	 	and
    

    

    Mark A. Jefferis, General Counsel and Chief Compliance Officer

    Email: mjefferis@3650reit.com
	 	 	 


		Re:	CAMB
                                         2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates 



 


In
accordance with Section 2.02 of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Agreement”)
and executed in connection with the CAMB 2021-CX2 securitization transaction, the Custodian hereby certifies that, with respect
to the Trust Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession
the Trust Notes, and (b) the foregoing documents delivered or caused to be delivered by the Trust Loan Seller as described in
clause (a) above have been reviewed by it and appear regular on their face, appear to be executed and purport to relate to the
Whole Loan, except as identified on Schedule B attached hereto, and each of the documents specified in Section 2.01(a)(ii),
Section 2.01(a)(vii) and, to the extent delivered, Section 2.01(a)(xviii) of the Agreement have been received, have
been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn or
mutilated or otherwise defaced, and that such documents relate to the Whole Loan identified in the Mortgage Loan Schedule.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 






    N-1-2 


     


    

 


	 	wells
    fargo bank, national association,
	 	not
    in its individual capacity
	 	but
    solely as Custodian
	 	 
	 	By:
    COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    N-1-3 


     


    

 


SCHEDULE
A 

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 






    N-1-4 


     


    

 


SCHEDULE
B

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


Exceptions
to the Mortgage File Delivery and Review


 






    N-1-5 


     


    

 


EXHIBIT
N-2


 


FORM
OF POST-CLOSING CUSTODIAN CERTIFICATION


 


[Date]


 


	Deutsche
                                         Mortgage & Asset Receiving Corporation

                                         1 Columbus Circle

                                         New York, New York 10019

                                         Attention: Helaine M. Kaplan

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – CAMB 2021-CX2

         

        KeyBank
        National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Email: Michael_a_tilden@keybank.com

         

        with
        a copy to:

         

        Polsinelli

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Kraig Kohring

        Email: kkohring@polsinelli.com

         

        German
        American Capital Corporation

        1 Columbus Circle

        New York, New York 10019

        Attention: Helaine M. Kaplan

        with a copy via e-mail to:

        cmbs.request@db.com

         

        Wilmington
Trust, National Association

1100 North Market Street 

        Wilmington,
Delaware 19890 

        Facsimile
Number: (302) 630-4140 

        Attention:
CMBS Trustee – CAMB 2021-CX2 

        Email:
        cmbstrustee@wilmingtontrust.com
	 	Bank
of America, N.A.

One Bryant Park

Mail Code: NY1-100-11-07 

        New
York, New York 10036

Attention: Director of CMBS Securitization 

        Email:
        leland.f.bunch@bofa.com

         

        with
        a copy to:

         

        Bank
of America Legal Department 

        150
North College Street 

        Mail
Code: NC1-028-24-02 

        Charlotte,
North Carolina 28255 

        Attention:
W. Todd Stillerman, Esq., Associate General Counsel & Director 

        Email:
        todd.stillerman@bofa.com and cmbsnotices@bofa.com

         

        JPMorgan
Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate 

        Email:
ABS_Synd@jpmorgan.com



with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal 

        Email:
        US_CMBS_Notice@jpmorgan.com


         

        3650
Cal Bridge Lending, LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133



with copies via email to:



Jonathan Roth

Email: jroth@3650reit.com




 






    N-2-1 


     


    

 


	 	 	and
    

    

    Mark A. Jefferis, General Counsel and Chief Compliance Officer

    Email: mjefferis@3650reit.com


 


		Re:	CAMB
                                         2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates 



 


In
accordance with Section 2.02 of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Agreement”)
and executed in connection with the CAMB 2021-CX2 securitization transaction, the Custodian hereby certifies, subject to the terms
of the Agreement, that, with respect to the Trust Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, all
documents (other than documents referred to in clauses (xviii) and (xix) of Section 2.01(a) of the Agreement,
the documents referred to in clauses (iii), (v)(B) and (viii) of Section 2.01(a) of the Agreement
and the assignments of financing statements referred to in clause (xiv) of Section 2.01(a) of the Agreement) referred
to in Section 2.01(a) of the Agreement (in the case of the documents referred to in Section 2.01(a)(iv), (v),
(vi), (vii) (in the case of any endorsement thereto), (viii) and (ix) through (xix) of the
Agreement, as identified to it in writing as a document required to be delivered by the Trust Loan Sellers) and any original recorded
documents included in the delivery of the Mortgage File have been received, have been executed, appear to be what they purport
to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or
otherwise defaced, and that such documents relate to the Whole Loan identified in the Mortgage Loan Schedule, in each case, except
as set forth on the attached schedule hereto.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	wells
    fargo bank, national association,
	 	not
    in its individual capacity
	 	but
    solely as Custodian
	 	 
	 	By:
    COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	 	By:	                      
	 	 	Name:
	 	 	Title:



 






    N-2-2 


     


    

 


SCHEDULE
A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 






    N-2-3 


     


    

 


EXHIBIT
O


 


FORM
OF NRSRO CERTIFICATION


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CAMB 2021-CX2


 


		Attention:	Deutsche
Mortgage & Asset Receiving Corporation, CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In
accordance with the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of
November 9, 2021 (the “Trust and Servicing Agreement”) and executed in connection with the CAMB 2021-CX2 securitization
transaction, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The
                                         undersigned is either:



 


(a)      a
Rating Agency under the Trust and Servicing Agreement, or


 


(b)      a
nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate certifications
under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access
pursuant to the Trust and Servicing Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the Trust and Servicing Agreement, and agrees that any confidentiality agreement applicable to the
undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation,
to any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound
by the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.


 


		2.	[The
undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during the most
recently ended calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities and
money market instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the



 






    O-1 


     


    

 


calendar
year prior to the year covered by the SEC Certification, if it accessed such information for 10 or more issued securities or money
market instruments.]


 


		3.	The
                                         undersigned agrees that each time it accesses the 17g-5 Information Provider’s
                                         Website, it shall be deemed to have recertified that the representations above remain
                                         true and correct.



 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 






    O-2 


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


	 	 	 	 	 
	 	[Nationally
    Recognized Statistical Rating Organization]
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Company:	 
	 	 	 
	 	Phone:	 
	 	 	 
	 	Email:	 



 






    O-3 


     


    

 


Annex
A


 


CONFIDENTIALITY AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with the [Depositor] together
with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing
certain financial, operational, structural and other information relating to the issuance of the [________________] (the “Certificates”)
pursuant to the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”),
by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, KeyBank National Association, as Master Servicer,
Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor, and the assets underlying or referenced
by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers
and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Trust and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after
the Closing Date (as defined in the Trust and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled
as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Trust and Servicing Agreement, including the status
thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed
by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or is independently developed by the NRSRO without reference to any Confidential
Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived


 






    O-4 


     


    

 


from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5), post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory,
subpoena, civil investigatory demand, request for information or documents, deposition or similar process relating to any legal
proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing
Entity with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order


 






    O-5 


     


    

 


or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity,
all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion,
returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any
document or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance
with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement. The NRSRO will be responsible for any breach of this Confidentiality Agreement
by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has
provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 






    O-6 


     


    

 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement,
the relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities
relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes
all other understandings and agreements between us relating to such matters; provided, however, that, if the terms
of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set
forth below:


 


[_____________]


 






    O-7 


     


    

 


EXHIBIT
P-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche
Mortgage & Asset Receiving Corporation

1 Columbus Circle

New York, New York 10019

Attention: Helaine M. Kaplan


 


with
a copy via e-mail to cmbs.requests@db.com


 


		Re:	Deutsche
Mortgage & Asset Receiving Corporation, CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [_____] (the “Transferor”) to [_____] (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust
and Servicing Agreement”) and executed in connection with the CAMB 2021-CX2 securitization transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Whole Loan for which [_____]
is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing
Fee Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 






    P-1-1 


     


    

 


	 	Very truly
    yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    P-1-2 


     


    

 


EXHIBIT
P-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche
Mortgage & Asset Receiving Corporation

1 Columbus Circle

New York, New York 10019

Attention: Helaine M. Kaplan 


with
a copy via e-mail to cmbs.requests@db.com


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com


 


with
a copy to:


 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


		Re:	Deutsche
Mortgage & Asset Receiving Corporation, CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [_____] (the “Transferor”) to [_____] (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust
and Servicing Agreement”) and executed in connection with the CAMB 2021-CX2 securitization transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.        The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Whole Loan as to which [_____] is the applicable
Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to
or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the
Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 






    P-2-1 


     


    

 


2.        The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit P-1 to the Trust and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate
from the prospective transferee substantially in the form attached as Exhibit P-2 to the Trust and Servicing Agreement.


 


3.        The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Trust and Servicing Agreement, which provisions it has carefully reviewed.


 


4.        Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.        The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Whole Loan, and (e) all related matters that it has requested.


 


6.        The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners are “accredited investors” as defined in any of paragraphs (1),
(2), (3) and (7) of Rule 501(a) under the Securities Act. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it


 






    P-2-2 


     


    

 


has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.        The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.        The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.12(a) of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Trust and Servicing Agreement.


 


	 	Very truly
    yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    P-2-3 


     


    

 


EXHIBIT
Q


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER AND SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 




{insert address}


 





 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890
as Trustee (the “Trustee”) pursuant to that Trust and Servicing Agreement dated as of November 9, 2021 (the
“Agreement”) by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National
Association, as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special
servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”),
and the Trustee hereby constitutes and appoints the [Master][Special] Servicer, by and through the [Master][Special] Servicer
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with the mortgage loan (the “Trust Loan”) serviced by the Servicer and the property
(“[REO] Property”) administered by the [Master][Special] Servicer pursuant to the Agreement, to execute and
acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Trust Loan and the [REO] Property; provided
however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are
required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set
forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing the Whole Loan.
                                         



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that (i) said modification
                                         or re-recording, in either instance, does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.
                                         



 



    Q-1 


     


    



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.
                                         



 


		4.	The
                                         conveyance of the property to the mortgage insurer, or the closing of the title to the
                                         property to be acquired as real estate owned, or conveyance of title to real estate owned.
                                         



 


		5.	The
                                         completion of loan assumption agreements.
                                         



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Trust Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Trust Note, in connection
                                         with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Trust Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Trust Notes,
                                         Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not
                                         limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion
                                         of judicial or non-judicial foreclosure or the termination, cancellation or rescission
                                         of any such foreclosure, the initiation, prosecution and completion of eviction actions
                                         or proceedings with respect to, or the termination, cancellation or rescission of any
                                         such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance
                                         and claims in bankruptcy proceedings, including, without limitation, any and all of the
                                         following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;
                                         



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;
                                         



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;
                                         



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;
                                         



 


		e.	the
                                         taking of deed in lieu of foreclosure;
                                         



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Trust Notes, Mortgages or deeds of trust;
                                         



 






    Q-2 


     


    

 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;
                                         



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and
                                         



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:
                                         



 


		a.	listing
                                         agreements;
                                         



 


		b.	purchase
                                         and sale agreements;
                                         



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of



 


the
property to a party contracted to purchase same;



 


		d.	escrow
                                         instructions; and
                                         



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the Mortgage File or the Mortgaged Property and other related collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by the Mortgaged Property, consents to any mezzanine financing to be secured
by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies
or condemnation awards to the restoration of the Mortgaged Property[, REO Property] or otherwise, documents relating to the management,
operation, maintenance, repair, leasing and marketing of the Mortgaged Property (including agreements and requests



 






    Q-3 


     


    

 





			by any borrower with respect to modifications of the standards
                                         of operation and management of the Mortgaged Property or the replacement of asset managers)
                                         or REO Properties, documents exercising any or all of the rights, powers and privileges
                                         granted or provided to the holder of the Mortgage Loan under the related loan documents,
                                         lease subordination agreements, non-disturbance and attornment agreements or other leasing
                                         or rental arrangements, any easements, covenants, conditions, restrictions, equitable
                                         servitudes, or land use or zoning requirements with respect to the Mortgaged Property
                                         [or REO Property], instruments relating to the custody of any collateral that now secures
                                         or hereafter may secure the Mortgage Loan and any other consents.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [Master][Special] Servicer has the power to delegate its rights or obligations under the Agreement, the
[Master][Special] Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [Master][Special] Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [Master][Special] Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [Master][Special]
Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association
except as specifically provided for herein. If the [Master][Special] Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, then the [Master][Special] Servicer shall promptly forward a copy of same
to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the [Master][Special] Servicer under the Agreement or
to allow the [Master][Special] Servicer to take any action with respect to Mortgages, deeds of trust or Trust Notes not authorized
by the Agreement.


 


The
[Master][Special] Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any


 






    Q-4 


     


    

 


kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse,
of this Limited Power of Attorney by the [Master][Special] Servicer. The foregoing indemnity shall survive the termination of
this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for CAMB 2021-CX2 Mortgage Trust has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.


 


	 	Wilmington Trust, National Association,
    	 
	 	as Trustee for CAMB 2021-CX2 Mortgage
    Trust
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Prepared by: 
	 	 
	 	 	 	 
	 	 	Name:	 



 






    Q-5 


     


    

 


State
of Delaware} 


County
of ____} 


On
________________________, before me, _________________________________Notary Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct. 


Witness
my hand and official seal.


 





 



Notary
signature


 






    Q-6 


     


    

 


EXHIBIT
R


 


[RESERVED]


 






    R-1 


     


    

 


EXHIBIT
S


 


Form
of operating advisor annual report1


 


Report
Date: This report will be delivered annually no later than 120 days after the end of calendar year, pursuant to the terms
and conditions of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust and Servicing Agreement”).


 


Transaction:
CAMB 2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates


 


Operating
Advisor: Park Bridge Lender Services LLC


 


Special
Servicer: Situs Holdings, LLC


 


		I.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Trust and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Trust and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s actions under the Trust and Servicing Agreement. Based
solely on such limited review of the items listed below, and subject to the assumptions, limitations and qualifications set forth
herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not]
operating in compliance with the Servicing Standard with respect to its performance of its duties under the Trust and Servicing
Agreement during the prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that
the Special Servicer has failed to comply with the Servicing Standard, as a result of the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		II.	List
of Items that Were Considered in Compiling this Report



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Major
                                         Decision Reporting Packages.



 





 



1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Trust and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.


 






    S-1 


     


    

 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the Certificate
                                         Administrator’s website and each Asset Status Report and Final Asset Status Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         WHEN AN OPERATING ADVISOR CONSULTATION PERIOD IS IN EFFECT: Consulted with the Special
                                         Servicer as provided under the Trust and Servicing Agreement in respect to the Asset
                                         Status Reports for the Trust Loan when a Servicing Transfer Event has occurred and with
                                         respect to Major Decisions.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including
amendments and appendices), review underlying lease agreements, re-engineer the quantitative aspects of their net present value
calculator, visit any related property, visit the Special Servicer, visit the Directing Holder or interact with the Borrower.
In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical
accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and
as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


		III.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		2.	Except
                                         as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
                                         the Operating Advisor did not participate in, or have access to, the Special Servicer’s
                                         and Directing Holder’s discussion(s) regarding the Whole Loan when a Servicing
                                         Transfer Event has occurred. The Operating Advisor does not have authority to speak with
                                         the Directing Holder or borrower directly. As such, the Operating Advisor relied solely
                                         upon the information delivered to it by the Special Servicer as well as its interaction
                                         with the Special Servicer, if any, in gathering the relevant information to generate
                                         this report. The services that we perform are not designed and cannot be relied upon
                                         to detect fraud or illegal acts should any exist.



 


		3.	The
                                         Special Servicer has the legal authority and responsibility to service the Whole Loan
                                         when a Servicing Transfer Event has occurred pursuant to the Trust and Servicing Agreement.
                                         The Operating Advisor has no responsibility or authority to alter the standards set forth
                                         therein or direct the actions of the Special Servicer.



 






    S-2 


     


    

 


		4.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communications held between it and the Special Servicer
                                         regarding the Whole Loan when a Servicing Transfer Event has occurred and certain information
                                         it reviewed in connection with its duties under the Trust and Servicing Agreement. As
                                         a result, this report may not reflect all the relevant information that the Operating
                                         Advisor is given access to by the Special Servicer.



 


		5.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s website.



 


		6.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined herein have the meaning set forth in the Trust and Servicing Agreement.


 


	 	PARK BRIDGE LENDER SERVICES LLC,
    
	 	as Operating Advisor
	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New
    York
	 	 	limited liability company, its sole
    member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York
	 	 	 	limited liability company, its sole member
	 	 	 	 
	 	 	By:	 
	 	 	 	Name: 
	 	 	 	Title: 



 






    S-3 


     


    

 


EXHIBIT
T


 


Form
of Notice from operating advisor recommending replacement of special servicer


 


Wilmington
Trust, National Association


as Trustee 


1100
North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – CAMB 2021-CX2 


with
a copy to: 


E-mail:
cmbstrustee@wilmingtontrust.com


 


Wells
Fargo Bank, National Association


as Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CAMB 2021-CX2


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com


 


with
a copy to: 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


Situs
Holdings, LLC


as
Special Servicer 


2
Embarcadero Center, 8th Floor

San Francisco, California 94111 


Attention:
Stacey Ciarlanti 


E-mail:
staceyciarlanti@situsamc.com


 


		Re:	CAMB
                                         2021-CX2, Commercial Mortgage Pass-Through Certificates, Recommendation of Replacement
                                         of Special Servicer 



 






    T-1 


     


    

 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(e) of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust
and Servicing Agreement”), and executed in connection with the above-referenced transaction, on behalf of the holders
of CAMB 2021-CX2, Commercial Mortgage Pass-Through Certificates (the “Certificates”) regarding the replacement
of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Trust and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 6.11
of the Trust and Servicing Agreement, it is our assessment that Situs Holdings, LLC, in its current capacity as Special Servicer,
is not [performing its duties under the Trust and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that Situs Holdings, LLC be removed as Special Servicer and that [________]
be appointed its successor in such capacity.


 


	 	Very
    truly yours,
	 	 
	 	 
	 	[The
    Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 






    T-2 


     


    

 


EXHIBIT
U


 


RESERVED


 






    U-1 


     


    

 


EXHIBIT
V


 


Form
of cERTIFICATE ADMINISTRATOR RECEIPT OF CLASS HRR


CERTIFICATES


 


	3650
                                         Cal Bridge Lending, LLC


        as
Retaining Sponsor 

        2977
McFarlane Road, Suite 300 

        Miami,
        Florida 33133

        Attention: Jonathan Roth and Mark A. Jefferis

         

        Deutsche
Mortgage & Asset Receiving Corporation 

        1
Columbus Circle 

        New
        York, New York 10019

        Attention: Helaine M. Kaplan

         

        with
copies via email to: 

        lainie.kaye@db.com,
and 

cmbs.requests@db.com

         
	 	3650
                                         Cal Bridge Cambridge Crossing LLC


        as
Retaining Party 

        2977
McFarlane Road, Suite 300 

        Miami,
Florida 33133

Attention: Jonathan Roth and Mark A. Jefferis



		Re:	CAMB
                                         2021-CX2 Mortgage Trust Commercial Mortgage Pass-Through Certificates 



 


In
accordance with Section 5.02(a) of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt of $[_] of the Class HRR Certificates (CUSIP No. [_]) in the form of
a Definitive Certificate, for the benefit of , the Retaining Party.


 


Capitalized
terms used but not defined herein shall have the respective meanings set forth in the Agreement.


 


	 	Wells
    Fargo Bank, National Association,
	 	not in its individual capacity
	 	but solely as Certificate Administrator
	 	 	 
	 	By:
    COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 
	 	  By:	        
	 	 	Name:
	 	 	Title:



 






    V-1 


     


    

 


EXHIBIT
W


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
11.04 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and the Other Depositor
any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent
such party has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below,
possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent,
the Trustee, the Master Servicer, the Special Servicer (in its capacity as such), each Other Exchange Act Reporting Party and
the Other Depositor shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect
to any related Other Securitization Trust (other than information with respect to itself that is set forth in or omitted from
such offering materials or the Offering Circular), in the absence of specific written notice to the contrary from the Depositor,
Other Depositor or Trust Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer,
the Special Servicer (in its capacity as such), each Other Exchange Act Reporting Party and the Other Depositor shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the prospectus
supplement relating to the Other Securitization. For this CAMB 2021-CX2 Trust and Servicing Agreement and any Other Securitization
Trust, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer, the Special Servicer (in its
capacity as such), each Other Exchange Act Reporting Party and the Other Depositor shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB
other than a party identified as such in the Offering Circular and the offering materials with respect to any related Other Securitization
Trust.


 


	Item
    on Form 10-D	Party
    Responsible	 
	Item
    1: Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included
    on the Distribution Date Statement	●    Each
                                         Master Servicer (only with respect to 1121(a)(12) as to non-Specially Serviced Loans)


        ●    Special
        Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)


        ●    Depositor


        ●    Certificate
        Administrator


        ●    Trust
        Loan Seller (only with respect to 1121(c)(2))

        	 
	Item
    2: Legal Proceedings:

    Item 1117 of Regulation AB (to the extent material to Certificateholders)	●    Master
                                         Servicer (as to itself)


        ●    Special
        Servicer (as to itself)


        ●    Trustee
        (as to itself)


        ●    Certificate
        Administrator (as to itself)


        ●    Depositor
        (as to itself)


        ●    Any
        other Reporting Servicer (as to itself)

        	 



 






    W-1 


     


    

 


	 	●    Trustee/Certificate
                                         Administrator/Master Servicer/ Depositor/Special Servicer as to the Trust


        ●    Trust
        Loan Seller


        ●    Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)


        ●    Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

        	 
	Item
    3: Sale of Securities and Use of Proceeds	●    Depositor	 
	Item
    4: Defaults Upon Senior Securities	●    Certificate
                                         Administrator


        ●    Trustee

        	 
	Item
    5: Submission of Matters to a Vote of Security Holders	●    Certificate
    Administrator	 
	Item
    6: Significant Obligors of Pool Assets	●    Master
    Servicer	 
	Item
    7: Significant Enhancement Provider Information	●    N/A	 
	Item
    8: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	●    Any
    party responsible for disclosure items on Form 8-K to the extent of such items	 
	Item
    9: Exhibits	●    Depositor
                                         (exhibits required by Item 601 of Regulation S-K, such as material agreements)


        ●    Certificate
        Administrator (Monthly Statement to Certificateholders)

        	 



 






    W-2 


     


    

 


EXHIBIT
X


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
11.05 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and the Other Depositor
any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent
such party has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below,
possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent,
the Trustee, the Master Servicer, the Special Servicer (in its capacity as such), each Other Exchange Act Reporting Party and
the Other Depositor shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect
to any related Other Securitization Trust (other than information with respect to itself that is set forth in or omitted from
such offering materials or the Offering Circular), in the absence of specific written notice to the contrary from the Depositor,
the Other Depositor or Trust Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer,
the Special Servicer (in its capacity as such), each Other Exchange Act Reporting Party and the Other Depositor shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the prospectus
supplement relating to the Other Securitization. For this CAMB 2021-CX2 Trust and Servicing Agreement and any Other Securitization,
each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer, the Special Servicer (in its capacity
as such), each Other Exchange Act Reporting Party and the Other Depositor shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than
a party identified as such in the Offering Circular and the offering materials with respect to any related Other Securitization
Trust.


 


	Item
    on Form 10-K	Party
    Responsible	 
	Item
    1B: Unresolved Staff Comments	●    Depositor	 
	Item
    9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	●    Any
    party responsible for disclosure items on Form 8-K to the extent of such items	 
	Item
    15: Exhibits, Financial Statement Schedules	●    Certificate
                                         Administrator


        ●    Depositor

        	 
	Additional
    Item:

    Disclosure per Item 1112(b)(1) of Regulation AB	●    Master
    Servicer	 
	Additional
    Item:

    Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	●    N/A	 



 






    X-1 


     


    

 


	Additional
    Item:

    Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	●    Master
                                         Servicer (as to itself)


        ●    Special
        Servicer (as to itself)


        ●    Certificate
        Administrator (as to itself)


        ●    Trustee
        (as to itself)


        ●    Depositor
        (as to itself)


        ●    Any
        other Reporting Servicer (as to itself)


        ●    Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust


        ●    Trust
        Loan Seller


        ●    Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)


        ●    Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

        	 
	Additional
    Item:

    Disclosure per Item 1119 of Regulation AB	●    Master
                                         Servicer (as to itself) (to the extent material to Certificateholders and only as to
                                         affiliations under 1119(a) with the Trustee, Certificate Administrator, Special Servicer
                                         or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))


        ●    Special
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the
        Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))


        ●    Certificate
        Administrator (as to itself) (to the extent material to Certificateholders)


        ●    Trustee
        (as to itself) (to the extent material to Certificateholders)


        ●    Depositor
        (as to itself)


        ●    Depositor
        (as to the Trust)


        ●    Trust
        Loan Seller


        ●    Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)


        ●    Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

        	 



 






    X-2 


     


    

 


EXHIBIT
Y


 


FORM
8-K DISCLOSURE INFORMATION


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
11.06 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and the Other Depositor
the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column
to the extent such party has actual knowledge of such information (other than information as to itself). Each of the Certificate
Administrator, the Paying Agent, the Trustee, the Master Servicer, the Special Servicer (in its capacity as such), each Other
Exchange Act Reporting Party and the Other Depositor shall be entitled to rely on the accuracy of the Offering Circular and the
offering materials with respect to any related Other Securitization Trust (other than information with respect to itself that
is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific written notice to
the contrary from the Depositor, the Other Depositor or Trust Loan Sellers. Each of the Certificate Administrator, the Paying
Agent, the Trustee, the Master Servicer, the Special Servicer (in its capacity as such), each Other Exchange Act Reporting Party
and the Other Depositor shall be entitled to conclusively assume that there is no “significant obligor” other than
a party identified as such in the prospectus supplement relating to the Other Securitization. For this CAMB 2021-CX2 Trust and
Servicing Agreement and any Other Securitization, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master
Servicer, the Special Servicer (in its capacity as such), each Other Exchange Act Reporting Party and the Other Depositor shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering materials
with respect to any related Other Securitization Trust.


 


	Item
    on Form 8-K	Party
    Responsible	 
	Item
    1.01- Entry into a Material Definitive Agreement

    

    Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization,
    even if depositor is not a party. 

    

    Examples: servicing agreement, custodial agreement.	●    Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party
    to or entered into on behalf of the Trust)	 
	Item
    1.02- Termination of a Material Definitive Agreement

    

    Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than
    expiration in accordance with its terms), even if depositor is not a party. 

    

    Examples: servicing agreement, custodial agreement.	●    Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party
    to or entered into on behalf of the Trust)	 
	Item
    1.03- Bankruptcy or Receivership	●    Depositor 

        ●    Trust
Loan Seller
	 


 






    Y-1 


     


    

 


	Item
    on Form 8-K	Party
    Responsible	 
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement

    

    Includes an early amortization, performance trigger or other event, including event of default, that would materially alter
    the payment priority/distribution of cash flows/amortization schedule.

    

    Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	●    Depositor 

        ●    Certificate
        Administrator

         
	 
	Item
    3.03- Material Modification to Rights of Security Holders

    

    Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the
    Trust and Servicing Agreement.	●    Certificate
    Administrator	 
	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

    

    Disclosure is required of any amendment “to the governing documents of the issuing entity”.	●    Depositor	 
	Item
    5.06 – Change in Shell Company Status	●    Depositor	 
	Item
    5.07 – Submission of Matters to a Vote of Security Holders	●    Depositor	 
	Item
    5.08 – Shareholder Director Nomination	●    Depositor	 
	Item
    6.01- ABS Informational and Computational Material	●    Depositor	 
	Item
    6.02- Change of Servicer or Trustee 

    

    Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other
    servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	●    Master
Servicer (as to itself or a servicer retained by it) 

        ●    Special
Servicer (as to itself or a servicer retained by it) 

        ●    Certificate
Administrator (as to itself or an entity retained by it) 

        ●    Trustee 

        ●    Depositor
	 
	Reg
    AB disclosure about any new servicer or master servicer is also required.	●    Master
    Servicer or Special Servicer, as applicable	 
	Reg
    AB disclosure about any new Trustee is also required.	●    Trustee	 
	Reg
    AB disclosure about any new Certificate Administrator is also required.	●    Certificate
    Administrator	 
	Item
    6.03- Change in Credit Enhancement or Other External Support	N/A	 
	Item
    6.04- Failure to Make a Required Distribution	●    Certificate
    Administrator	 
	Item
    6.05- Securities Act Updating Disclosure	●    Depositor	 
	Item
    7.01- Regulation FD Disclosure	●    Depositor	 
	Item
    8.01 – Other Events

    

    Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance
    to certificateholders.	●    Depositor	 


 






    Y-2 


     


    

 


	Item
    on Form 8-K	Party
    Responsible	 
	Item
    9.01 – Financial Statements and Exhibits	●    Responsible
    party for reporting/disclosing the financial statement or exhibit	 



 






    Y-3 


     


    

 


EXHIBIT
Z


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO (410)715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESSES IMMEDIATELY
BELOW**


 


[Other
Depositor Address]


 


[Each
Other Exchange Act Reporting Party Address]


 


		Re:	**Additional
                                         Form [10-D][10-K][8-K] Disclosure Required **



 


Ladies
and Gentlemen: 


 


In
accordance with Section [11.04][11.05][11.06] of the Trust and Servicing Agreement, dated as of November 9, 2021 (the “Trust
and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as
special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”),
the undersigned, as , hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed
on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 






    Z-1 


     


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to ____________, phone number: __________; email address: _________.


 


	 	[NAME OF
    PARTY], as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    W-2 


     


    

 


EXHIBIT
AA


 


INITIAL
SUB-SERVICERS


 


Computershare
Trust Company, N.A.


 






    AA-1 


     


    

 


EXHIBIT
BB


 


FORM
OF BACKUP CERTIFICATION


 


CAMB
2021-CX2 Mortgage Trust (the “Trust”)


 


I,
[identify the certifying individual], a [identify position] of [identify party],
as [identify role] under that certain Trust and Servicing Agreement dated as of November 9, 2021 (the “Trust and Servicing
Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National
Association, as master servicer (in such capacity, the “Master Servicer”), Situs Holdings, LLC, as special
servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
as paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”),
on behalf of the [identify role], certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports required to be
                                         submitted by the [identify role] to the applicable Other Exchange Act Reporting Party
                                         pursuant to the Trust and Servicing Agreement for inclusion in the annual report on Form
                                         10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
                                         “Reports”) have been submitted by the [identify role] to the Master
                                         Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable,
                                         for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the [identify role] information contained in the Reports, taken as a
                                         whole, does not contain any untrue statement of a material fact or omit to state a material
                                         fact necessary to make the statements made therein, in light of the circumstances under
                                         which such statements were made, not misleading with respect to the period covered by
                                         these reports;



 


		3.	I
                                         am, or an officer under my supervision is, responsible for reviewing the activities performed
                                         by the [identify role] under the Trust and Servicing Agreement and based upon my knowledge
                                         and the annual compliance reviews conducted in preparing the servicer compliance statements
                                         required in this report under Item 1123 of Regulation AB with respect to the [identify
                                         role], and except as disclosed in the compliance certificate delivered by the [identify
                                         role] under Section 11.07 of the Trust and Servicing Agreement, the [identify
                                         role] has fulfilled its obligations under the Trust and Servicing Agreement in all material
                                         respects in the year to which such report applies;



 


		4.	The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the [identify role] with respect to the Trust’s fiscal year _____ have been provided all information relating
to the [identify role] assessment of compliance with the Relevant Servicing Criteria, in order to



 






    BB-1 


     


    

 


enable
them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the [identify
                                         role] for asset-backed securities with respect to the [identify role] or any Servicing
                                         Function Participant retained by the [identify role] and related attestation report on
                                         assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Trust and Servicing Agreement.


 


	Date: ________________



 


	 	[IDENTIFY
    PARTY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    BB-2 


     


    

 


EXHIBIT
CC


 


FORM
OF COMPANION LOAN HOLDER CERTIFICATION


 


[Date]


 




KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com


 


with
a copy to: 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CAMB 2021-CX2


 


with
copies to:


 


ct.cmbs.bond.admin@wellsfargo.com,
and 


trustadministrationgroup@wellsfargo.com


 


		Re:	CAMB
                                         2021-CX2 Mortgage Trust – Companion Loan



 


In
accordance with the requirements for obtaining certain information under the Trust and Servicing Agreement (the “Agreement”),
dated as of November 9, 2021, among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, KeyBank National Association,
as Master Servicer, Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator and Park Bridge Lender Services LLC, as Operating Advisor, with respect
to any Companion Loan (as defined in the Agreement), the undersigned hereby certifies and agrees as follows:


 


1.        The
undersigned is a Companion Loan Holder (as defined in the Agreement).


 


2.        The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 






    CC-1 


     


    

 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner, in whole or in part.


 


The
undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


3.        The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations contained herein remain true and correct.


 


4.        The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.


 


5.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year
written above.


 


	 	[Companion Loan Holder]
	 	 	 
	 	By:	 
	 	 	Title: 
	 	 	Company: 
	 	 	Phone:




 


    CC-2