Exhibit 4.1


EXECUTION VERSION 


 






BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC,

as Depositor


MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION,

as Master Servicer


MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION,

as Special Servicer


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


and


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 



 POOLING AND SERVICING AGREEMENT


Dated as of March 1, 2021


 






BBCMS Mortgage Trust 2021-C9

Commercial Mortgage Pass-Through Certificates

Series 2021-C9


 


 







    	 	 	 



    	 



    

TABLE OF CONTENTS


Page




	ARTICLE I 



DEFINITIONS
	Section 1.01   Defined Terms	7
	Section 1.02   Certain Calculations	124
	ARTICLE II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	Section 2.01   Conveyance of Mortgage Loans	125
	Section 2.02   Acceptance by Trustee	133
	Section 2.03   Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase
or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	138
	Section 2.04   Execution of Certificates; Issuance of Loan REMIC Regular Interests and Lower-Tier Regular Interests	154
	Section 2.05   Creation of the Grantor Trust	155
	ARTICLE III



ADMINISTRATION AND SERVICING OF THE TRUST FUND
	Section 3.01   Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	155
	Section 3.02   Collection of Mortgage Loan Payments	163
	Section 3.03   Collection of Taxes, Assessments and Similar Items; Servicing Accounts	169
	Section 3.04   The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the
Loan REMIC Residual Interest Account and the Excess Interest Distribution Account	173
	Section 3.05   Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution
Account	181
	Section 3.06   Investment of Funds in the Collection Account, the Loan REMIC Residual Distribution Account, REO
Account and Loss of Value Reserve Fund	191
	Section 3.07   Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	193



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	Section 3.08   Enforcement of Due-on-Sale Clauses; Assumption Agreements	199
	Section 3.09   Realization Upon Defaulted Loans and Companion Loans	204
	Section 3.10   Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	207
	Section 3.11   Servicing Compensation	209
	Section 3.12   Inspections; Collection of Financial Statements; Delivery of Reports	216
	Section 3.13   Access to Certain Information	222
	Section 3.14   Title to REO Property; REO Account	235
	Section 3.15   Management of REO Property	236
	Section 3.16   Sale of Defaulted Loans and REO Properties	238
	Section 3.17   Additional Obligations of Master Servicer and Special Servicer	245
	Section 3.18   Modifications, Waivers, Amendments and Consents	248
	Section 3.19   Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset
Status Report	260
	Section 3.20   Sub-Servicing Agreements	267
	Section 3.21   Interest Reserve Account	271
	Section 3.22   Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	271
	Section 3.23   Controlling Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of
Directing Certificateholder	272
	Section 3.24   Intercreditor Agreements	275
	Section 3.25   Rating Agency Confirmation	278
	Section 3.26   The Operating Advisor	280
	Section 3.27   Companion Paying Agent	288
	Section 3.28   Serviced Companion Noteholder Register	288
	Section 3.29   Certain Matters Relating to the Whole Loans	289
	Section 3.30   [RESERVED]	292
	Section 3.31   Resignation upon Prohibited Risk Retention Affiliation	292
	Section 3.32   [RESERVED]	292
	Section 3.33   Delivery of Excluded Information to the Certificate Administrator	292
	Section 3.34   Certain Matters with Respect to Joint Mortgage Loans	293
	ARTICLE IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS
	Section 4.01   Distributions	298
	Section 4.02   Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	309
	Section 4.03   P&I Advances	315
	Section 4.04   Allocation of Realized Losses	318
	Section 4.05   Appraisal Reduction Amounts; Collateral Deficiency Amounts	319
	Section 4.06   Grantor Trust Reporting	324
	Section 4.07   Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request
Tool	325
	Section 4.08   Secure Data Room	328



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	ARTICLE V



THE CERTIFICATES
	Section 5.01   The Certificates	329
	Section 5.02   Form and Registration	330
	Section 5.03   Registration of Transfer and Exchange of Certificates	333
	Section 5.04   Mutilated, Destroyed, Lost or Stolen Certificates	343
	Section 5.05   Persons Deemed Owners	343
	Section 5.06   Access to List of Certificateholders’ Names and Addresses; Special Notices	343
	Section 5.07   Maintenance of Office or Agency	344
	Section 5.08   Appointment of Certificate Administrator	345
	Section 5.09   [RESERVED]	345
	Section 5.10   Voting Procedures	345
	ARTICLE VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER
AND THE DIRECTING CERTIFICATEHOLDER
	Section 6.01   Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating
Advisor and the Asset Representations Reviewer	347
	Section 6.02   Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and
the Asset Representations Reviewer	353
	Section 6.03   Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor,
the Special Servicer or the Asset Representations Reviewer	353
	Section 6.04   Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and Others	355
	Section 6.05   Depositor, Master Servicer and Special Servicer Not to Resign	360
	Section 6.06   Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	361
	Section 6.07   The Master Servicer and the Special Servicer as Certificate Owner	361
	Section 6.08   The Directing Certificateholder	361
	Section 6.09   Knowledge of Wells Fargo Bank, National Association	369
	ARTICLE VII



SERVICER TERMINATION EVENTS
	Section 7.01   Servicer Termination Events; Master Servicer and Special Servicer Termination	369



    	 	 -iii-	 



    	 



    



	Section 7.02   Trustee to Act; Appointment of Successor	378
	Section 7.03   Notification to Certificateholders	380
	Section 7.04   Waiver of Servicer Termination Events	380
	Section 7.05   Trustee as Maker of Advances	381
	ARTICLE VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	Section 8.01   Duties of the Trustee and the Certificate Administrator	381
	Section 8.02   Certain Matters Affecting the Trustee and the Certificate Administrator	382
	Section 8.03   Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or
Mortgage Loans	385
	Section 8.04   Trustee or Certificate Administrator May Own Certificates	385
	Section 8.05   Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate
Administrator	385
	Section 8.06   Eligibility Requirements for Trustee and Certificate Administrator	387
	Section 8.07   Resignation and Removal of the Trustee and Certificate Administrator	387
	Section 8.08   Successor Trustee or Certificate Administrator	390
	Section 8.09   Merger or Consolidation of Trustee or Certificate Administrator	390
	Section 8.10   Appointment of Co-Trustee or Separate Trustee	391
	Section 8.11   Appointment of Custodians	392
	Section 8.12   Representations and Warranties of the Trustee	392
	Section 8.13   Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	393
	Section 8.14   Representations and Warranties of the Certificate Administrator	394
	Section 8.15   Compliance with the PATRIOT Act	395
	ARTICLE IX



TERMINATION
	Section 9.01   Termination upon Repurchase or Liquidation of All Mortgage Loans	395
	Section 9.02   Additional Termination Requirements	399
	ARTICLE X



ADDITIONAL REMIC PROVISIONS
	Section 10.01   REMIC Administration	400
	Section 10.02   Use of Agents	404
	Section 10.03   Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	404
	Section 10.04   Appointment of REMIC Administrators	405



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	ARTICLE XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	Section 11.01   Intent of the Parties; Reasonableness	406
	Section 11.02   Succession; Subcontractors	406
	Section 11.03   Filing Obligations	409
	Section 11.04   Form 10-D and Form ABS-EE Filings	409
	Section 11.05   Form 10-K Filings	414
	Section 11.06   Sarbanes-Oxley Certification	417
	Section 11.07   Form 8-K Filings	418
	Section 11.08   Form 15 Filing	420
	Section 11.09   Annual Compliance Statements	421
	Section 11.10   Annual Reports on Assessment of Compliance with Servicing Criteria	422
	Section 11.11   Annual Independent Public Accountants’ Attestation Report	425
	Section 11.12   Indemnification	426
	Section 11.13   Amendments	428
	Section 11.14   Regulation AB Notices	429
	Section 11.15   Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	429
	Section 11.16   Certain Matters Regarding Significant Obligors	434
	Section 11.17   Impact of Cure Period	434
	ARTICLE XII



THE ASSET REPRESENTATIONS REVIEWER
	Section 12.01   Asset Review	435
	Section 12.02   Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	441
	Section 12.03   Resignation of the Asset Representations Reviewer	442
	Section 12.04   Restrictions of the Asset Representations Reviewer	442
	Section 12.05   Termination of the Asset Representations Reviewer	442
	ARTICLE XIII



MISCELLANEOUS PROVISIONS
	Section 13.01   Amendment	445
	Section 13.02   Recordation of Agreement; Counterparts	450
	Section 13.03   Limitation on Rights of Certificateholders	451
	Section 13.04   Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	452
	Section 13.05   Notices	453
	Section 13.06   Severability of Provisions	461
	Section 13.07   Grant of a Security Interest	461
	Section 13.08   Successors and Assigns; Third Party Beneficiaries	461



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	Section 13.09   Article and Section Headings	462
	Section 13.10   Notices to the Rating Agencies	462
	Section 13.11   Recognition of U.S. Special Resolution Regimes	463
	Section 13.12   Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings	464
	Section 13.13   Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	464
	Section 13.14   PNC Bank, National Association	465


 




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EXHIBITS


EXHIBIT A-1Form of Certificate
(Other than Class R and Class S Certificates)


EXHIBIT A-2Form of Class
R Certificate


EXHIBIT A-3Form of Class S Certificate


EXHIBIT BMortgage Loan Schedule


EXHIBIT CForm of Investment Representation
Letter


EXHIBIT D-1Form of Transferee
Affidavit for Transfers of Class R Certificates


EXHIBIT D-2Form of Transferor
Letter for Transfers of Class R Certificates


EXHIBIT D-3Form of Transferee
Certificate for Transfers of the HRR Certificates


EXHIBIT D-4Form of Transferor
Certificate for Transfers of the HRR Certificates


EXHIBIT EForm of Request for
Release


EXHIBIT F-1Form of ERISA
Representation Letter Regarding ERISA Restricted Certificates


EXHIBIT F-2Form of ERISA
Representation Letter Regarding Class R and Class S Certificates


EXHIBIT GForm of Distribution
Date Statement


EXHIBIT HForm of Omnibus Assignment


EXHIBIT IForm of Transfer Certificate
for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period


EXHIBIT JForm of Transfer Certificate
for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period


EXHIBIT KForm of Transfer Certificate
for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period


EXHIBIT LForm of Transfer Certificate
for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period


EXHIBIT MForm of Transfer Certificate
for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate


EXHIBIT NForm of Transfer Certificate
for Non-Book Entry Certificate to Regulation S Book-Entry Certificate


EXHIBIT OForm of Transfer Certificate
for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate


EXHIBIT P-1AForm of Investor
Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or
a Controlling Class Certificateholder)


EXHIBIT P-1BForm of Investor
Certification for Non-Borrower Party (for the Directing Certificateholder and/or a
Controlling Class Certificateholder)


EXHIBIT P-1CForm of Investor
Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or
a Controlling Class Certificateholder)


EXHIBIT P-1DForm of Investor
Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling
Class Certificateholder)


EXHIBIT P-1EForm of Notice
of Excluded Controlling Class Holder


EXHIBIT P-1FForm of Notice
of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator


EXHIBIT P-1GForm of Certification
of the Directing Certificateholder


EXHIBIT P-2Form of Certification
for NRSROs




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EXHIBIT P-3Online Market
Data Provider Certification


EXHIBIT QCustodian Certification/Exception
Report


EXHIBIT RForm of Power of Attorney
by Trustee for Master Servicer and Special Servicer


EXHIBIT SInitial Serviced Companion
Noteholders


EXHIBIT TForm of Notice for Non-Serviced
Mortgage Loan


EXHIBIT UForm of Notice and Certification
Regarding Defeasance of Mortgage Loan


EXHIBIT VForm of Operating Advisor
Annual Report


EXHIBIT WForm of Notice from
Operating Advisor Recommending Replacement of Special Servicer


EXHIBIT XForm of Confidentiality
Agreement


EXHIBIT YForm Certification to
be Provided with Form 10-K


EXHIBIT Z-1Form of Certification
to be Provided to Depositor by Certificate Administrator


EXHIBIT Z-2Form of Certification
to be Provided to Depositor by Master Servicer


EXHIBIT Z-3Form of Certification
to be Provided to Depositor by Special Servicer


EXHIBIT Z-4Form of Certification
to be Provided to Depositor by Trustee


EXHIBIT Z-5Form of Certification
to be Provided to Depositor by Operating Advisor


EXHIBIT Z-6Form of Certification
to be Provided to Depositor by Custodian


EXHIBIT Z-7Form of Certification
to be Provided to Depositor by Asset Representations Reviewer


EXHIBIT AAServicing Criteria
to be Addressed in Assessment of Compliance


EXHIBIT BBAdditional Form 10-D
Disclosure


EXHIBIT CCAdditional Form 10-K
Disclosure


EXHIBIT DDForm 8-K Disclosure
Information


EXHIBIT EEAdditional Disclosure
Notification


EXHIBIT FFInitial Sub-Servicers


EXHIBIT GGServicing Function
Participants


EXHIBIT HHForm of Annual Compliance
Statement


EXHIBIT IIForm of Report on Assessment
of Compliance with Servicing Criteria


EXHIBIT JJCREFC®
Payment Information


EXHIBIT KKForm of Notice of Additional
Indebtedness


EXHIBIT LL[RESERVED]


EXHIBIT MMAdditional Disclosure
Notification (Accounts)


EXHIBIT NNForm of Notice of Purchase
of Controlling Class Certificate


EXHIBIT OOForm of Asset Review
Report by the Asset Representations Reviewer


EXHIBIT PPForm of Asset Review
Report Summary


EXHIBIT QQAsset Review Procedures


EXHIBIT RRForm of Certification
to Certificate Administrator Requesting Access to Secure Data Room


EXHIBIT SSForm of Notice of [Additional
Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]


EXHIBIT TTForm of Certificate
Administrator Receipt in Respect of the Risk Retention Certificates




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SCHEDULES


SCHEDULE 1Mortgage Loans With
Additional Secured Debt


SCHEDULE 2Class A-SB Planned
Principal Balance Schedule


SCHEDULE 3Designated Escrows
and Reserves




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This Pooling and Servicing
Agreement is dated and effective as of March 1, 2021, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer.


PRELIMINARY STATEMENT:


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided
herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust
(exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax
purposes as two separate real estate mortgage investment conduits (the “Lower-Tier REMIC” and the “Upper-Tier
REMIC”). In addition, three separate REMIC elections were designated to be made (and shall be made by the Certificate
Administrator as described herein) with respect to the McCarthy Ranch Mortgage Loan and portions of the MGM Grand & Mandalay
Bay Whole Loan (exclusive of Excess Interest), any REO Property with respect thereto and the proceeds thereof for federal income
tax purposes pursuant to (i) a REMIC Declaration dated as of January 22, 2021 (the “McCarthy Ranch Loan REMIC Declaration”),
(ii) a REMIC Declaration dated as of February 12, 2021 (the “Barclays MGM Grand & Mandalay Bay Loan REMIC Declaration”)
and (iii) a REMIC Declaration dated as of February 12, 2021 (the “SGFC MGM Grand & Mandalay Bay Loan REMIC Declaration”
and each, a “REMIC Declaration”). The McCarthy Ranch Loan REMIC, the Barclays MGM Grand & Mandalay Bay Loan
REMIC and the SGFC MGM Grand & Mandalay Bay Loan REMIC will be designated as “Loan REMICs”, and together
with the Upper-Tier REMIC and the Lower-Tier REMIC, the “Trust REMICs”.


In addition, the portion
of the Trust Fund consisting of the entitlement to Excess Interest and amounts in the Excess Interest Distribution Account and
the residual interests issued by the Loan REMICs 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 the Grantor Trust, and
the Class R Certificates will represent beneficial ownership of the residual interests issued by the Loan REMICs. 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 Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers.


LOWER-TIER REMIC


The Lower-Tier
REMIC will hold the Loan REMIC Regular Interests and the Mortgage Loans (excluding any entitlement to any Excess Interest, the
Excess Interest Distribution




    	 	  	 



    	 



    

Account and any proceeds thereon and
exclusive of the assets held by the Loan REMICs) and will issue the Class LA1, Class LA2, Class LA4, Class LA5, Class LASB, Class
LAS, Class LB, Class LC, Class LD, Class LERR, Class LFRR, Class LGRR, Class LHRR, Class LJRR and Class LKRR Uncertificated Interests
(the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier
REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class
of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the
Class R Certificates.


Pursuant to the McCarthy
Ranch Loan REMIC Declaration, the McCarthy Ranch Loan REMIC has issued the “McCarthy Ranch Loan REMIC Regular Interests”,
which constitute the “regular interests” in such Loan REMIC, and the “McCarthy Ranch Loan REMIC Residual Interest”,
which represents the sole class of “residual interests” in such Loan REMIC.


Pursuant to the Barclays
MGM Grand & Mandalay Bay Loan REMIC Declaration, the Barclays MGM Grand & Mandalay Bay Loan REMIC has issued the “Barclays
MGM Grand & Mandalay Bay Loan REMIC Regular Interest”, which constitutes the “regular interests” in such
Loan REMIC, and the “Barclays MGM Grand & Mandalay Bay Loan REMIC Residual Interest”, which represents the
sole class of “residual interests” in such Loan REMIC.


The Barclays MGM Grand
& Mandalay Bay Note, which will be contributed to the Trust, represents an approximately 28.47% ownership interest in the Barclays
MGM Grand & Mandalay Bay Loan REMIC Regular Interest.


Pursuant to the SGFC
MGM Grand & Mandalay Bay Loan REMIC Declaration, the SGFC MGM Grand & Mandalay Bay Loan REMIC has issued the “SGFC
MGM Grand & Mandalay Bay Loan REMIC Regular Interest”, which constitutes the “regular interests” in such
Loan REMIC, and the “SGFC MGM Grand & Mandalay Bay Loan REMIC Residual Interest” (together with the McCarthy
Ranch Loan REMIC Residual Interest and the Barclays MGM Grand & Mandalay Bay Loan REMIC Residual Interest, the “Loan
REMIC Residual Interests”), which represents the sole class of “residual interests” in such Loan REMIC.


The SGFC MGM Grand
& Mandalay Bay Note, which will be contributed to the Trust, represents an approximately 15.16% ownership interest in the SGFC
MGM Grand & Mandalay Bay REMIC Regular Interest.


The McCarthy Ranch
Loan REMIC Regular Interest and portions of the Barclays MGM Grand & Mandalay Bay REMIC Regular Interest and the SGFC MGM Grand
& Mandalay Bay REMIC Regular Interest will be held by the Trustee as assets of the Lower-Tier REMIC, and the Lower-Tier Regular
Interests will be held by the Trustee as assets of the Upper-Tier REMIC.


The Class R Certificates
will represent a beneficial interest in each Loan REMIC Residual Interest.


The following table
sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier Regular
Interests and the Class LR Interest:




    	 	 -2-	 



    	 



    

 


	
        Class
        Designation
	
        Interest
        Rate
	
        Original
        Lower-Tier 

Principal Amount

	Class LA1	(1)	$     25,700,000	 
	Class LA2	(1)	$       4,500,000	 
	Class LA4	(1)	$   210,000,000	 
	Class LA5	(1)	$   281,000,000	 
	Class LASB	(1)	$     34,474,000	 
	Class LAS	(1)	$     66,482,000	 
	Class LB	(1)	$     36,714,000	 
	Class LC	(1)	$     33,738,000	 
	Class LD	(1)	$       9,129,000	 
	Class LERR	(1)	$     13,693,000	 
	Class LFRR	(1)	$     17,861,000	 
	Class LGRR	(1)	$       9,923,000	 
	Class LHRR	(1)	$       8,930,000	 
	Class LJRR	(1)	$       7,938,000	 
	Class LKRR	(1)	$     33,738,305	 
	Class LR	None(2)	None(2)	 


 



		(1)	The interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date will
be the Weighted Average Net Mortgage Rate for such Distribution Date.



		(2)	The Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance
or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance
Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution
Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.



UPPER-TIER REMIC


The Upper-Tier
REMIC will hold the Lower-Tier Regular Interests and will issue (in each case, exclusive of the right to receive Excess Interest,
if any) the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR
Certificates, each of which represents a “regular interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier
REMIC regular interests will have the same Pass-Through Rates as their corresponding Certificates and the same original principal
amounts or notional amounts as the original certificate balance or notional amount, as applicable, of their corresponding Certificates
as shown on the “Certificates” table, below.


The Upper-Tier
REMIC shall also issue the uncertificated Class UR Interest, which is the sole Class of “residual interests” in the
Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest
will not have a certificate balance or notional amount, will not bear interest and will not be entitled to distributions of Prepayment
Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account after all required
distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class
UR Interest and shall be payable to the Holders of the Class R Certificates.




    	 	 -3-	 



    	 



    

The foregoing REMIC
structure is intended to cause all of the cash from the Mortgage Loan (excluding any Excess Interest) to flow through to the Upper-Tier
REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses),
to any Regular Certificate. 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 13.01 of this Agreement.


THE CERTIFICATES


The following table
(and related paragraphs) sets forth the designation, the initial pass-through rate and the aggregate initial principal amount
(the “Original Certificate Balance”) or Notional Amount (the “Original Notional Amount”),
as applicable, for each Class of Certificates:


	
        Class
        of Certificates
	
        Approximate
        Initial Pass-Through Rate
	
        Original
        Certificate 

Balance or Original

Notional Amount

	Class A-1 Certificates	0.48800%	$        25,700,000	 
	Class A-2 Certificates	1.84600%	$          4,500,000	 
	Class A-4 Certificates	2.02100%	$      210,000,000	 
	Class A-5 Certificates	2.29900%	$      281,000,000	 
	Class A-SB Certificates	1.96000%	$        34,474,000	 
	Class X-A Certificates	1.77105%(1)	$  555,674,000(2)	 
	Class X-B Certificates	1.11990%(1)	$  136,934,000(2)	 
	Class A-S Certificates	2.53400%	$        66,482,000	 
	Class B Certificates	2.68600%	$        36,714,000	 
	Class C Certificates	3.19100%	$        33,738,000	 
	Class D Certificates	3.85653%	$          9,129,000	 
	Class E-RR Certificates	3.85653%	$        13,693,000	 
	Class F-RR Certificates	3.85653%	$        17,861,000	 
	Class G-RR Certificates	3.85653%	$          9,923,000	 
	Class H-RR Certificates	3.85653%	$          8,930,000	 
	Class J-RR Certificates	3.85653%	$          7,938,000	 
	Class K-RR Certificates	3.85653%	$        33,738,305	 
	Class R Certificates	None(3)	N/A	 
	Class S Certificates	None(3)	N/A	 


 



		(1)	The Pass-Through Rate for the Class X-A and Class X-B Certificates will be calculated
in accordance with the definition of “Class X-A Pass-Through Rate” and “Class X-B Pass-Through
Rate”, respectively.



		(2)	None of the Class X-A and Class X-B Certificates will have a Certificate Balance; rather,
such Classes will accrue interest as provided herein on the Class X-A Notional Amount and the Class X-B Notional Amount,
as applicable.



		(3)	Neither the Class R nor the Class S Certificates will
have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield
Maintenance Charges. Any Available Funds





    	 	 -4-	 



    	 



    

remaining in the Upper-Tier REMIC
Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates
will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.


THE GRANTOR TRUST


The portions of the
Trust Fund consisting of (i) the Class S Specific Grantor Trust Assets and (ii) the Loan REMIC Residual Interests shall
be classified as a trust under Treasury Regulations section 301.7701-4 and the holders of the Certificates representing beneficial
ownership interests in such assets and cashflows shall be the tax owners of such assets and cashflows under Code Section 671 (such
a trust, a “Grantor Trust”), and the Class R Certificates shall represent beneficial ownership of the residual
interests issued by the Loan REMICs. As provided herein, the Certificate Administrator shall not take any actions that would cause
the Grantor Trust to either (i) lose its tax status as a “grantor trust” under the Code or (ii) be
treated as part of any Trust REMIC.


The following table
sets forth the Class designation, the approximate initial interest entitlements, the initial Certificate Balance and the assets
(and cashflows) underlying each Certificate representing an interest in the Grantor Trust:


	
        Class Designation
	
        Interest
        Entitlements

        (per annum)
	
        Original
        Certificate Balance
	
        Specific
        Grantor Trust Assets Represented by such Certificate

	Class S	(1)	(1)	Class S Specific Grantor Trust Assets
	Class R	(2)	(2)	Loan REMIC Residual Interests


		(1)	The Class S Certificates represent undivided beneficial ownership interest in the entitlement
to the Excess Interest. The Class S Certificates are not entitled to distributions in respect of principal or interest other
than as described in the preceding sentence.



		(2)	The Class R Certificates represent beneficial ownership of the residual interests issued by the
Loan REMICs and evidence the Class LR Interest and Class UR Interest. The Class R Certificates will not have a Certificate Balance
or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.



As of the close of
business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to $793,820,306.


WHOLE LOANS


The Trust includes
several Mortgage Loans each of which is part of a whole loan structure secured by the same Mortgaged Property. The Whole Loans
relating to the Trust are the whole loans secured by the Mortgaged Properties identified in the following table. The table also
lists, for each Whole Loan, the type of the Whole Loan, the Non-Serviced PSA (if any), and the type of Companion Loan(s).




    	 	 -5-	 



    	 



    

 


	Whole Loan	Type	Non-Serviced PSA	Companion Loan Name	Companion Loan Type
	The Atlantic	Servicing Shift	(1)	
        Note A-3

        Note A-4

        Note A-5

        Note A-6
	
        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

	MGM Grand & Mandalay Bay	Non-Serviced	BX 2020-VIVA	
        Note A-1

        Note A-2

        Note A-3

        Note A-4

        Note A-5

        Note A-6

        Note A-7

        Note A-8

        Note A-9

        Note A-10

        Note A-11

        Note A-12

        Note A-13-1

        Note A-13-2

        Note A-13-3

        Note A-13-4

        Note A-13-5

        Note A-13-6

        Note A-13-7

        Note A-13-8

        Note A-13-9

        Note A-14-1

        Note A-14-2

        Note A-14-3

        Note A-14-4

        Note A-14-6

        Note A-15-1

        Note A-15-2

        Note A-15-3

        Note A-15-4

        Note A-15-5

        Note A-15-6

        Note A-15-7

        Note A-15-8

        Note A-15-9

        Note A-16-1

        Note A-16-2

        Note A-16-4

        Note A-16-5

        Note A-16-6

        Note A-16-7

        Note A-16-8

        Note A-16-9

        Note A-16-10

        Note A-16-11

        Note A-16-12

        Note B-1-A

        Note B-1-B

        Note B-2-A

        Note B-2-B

        Note B-3-A

        Note B-3-B

        Note B-4-A

        Note B-4-B

        Note B-5-A

        Note B-5-B

        Note B-6-A

        Note B-6-B

        Note B-7-A

        Note B-7-B

        Note B-8-A

        Note B-8-B

        Note B-9-A

        Note B-10-A

        Note B-11-A

        Note B-12-A

        Note C-1

        Note C-2

        Note C-3

        Note C-4
	
        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate

        Subordinate
        Subordinate
        Subordinate





    	 	 -6-	 



    	 



    

 


	Whole Loan	Type	Non-Serviced PSA	Companion Loan Name	Companion Loan Type
	Crescent Gateway	Serviced	N/A	Note A-2	Pari Passu
	Seaport Homes	Servicing Shift	(2)	Note A-1	Pari Passu
	McCarthy Ranch	Non-Serviced	MSC 2020-L4	
        Note A-1

        Note A-2-A

        Note A-2-B

        Note A-2-D
	
        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu



		(1)	On and after the securitization of The Atlantic pari passu note A-3, The Atlantic Whole Loan will be serviced pursuant
to the Non-Serviced PSA governing the securitization of The Atlantic pari passu note A-3.



		(2)	On and after the securitization of the Seaport Homes pari passu note A-1, the Seaport Homes Whole Loan will be serviced
pursuant to the Non-Serviced PSA governing the securitization of the Seaport Homes pari passu note A-1.



Each of the Whole
Loans listed above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect
to any Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the
extent provided in the related Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the
related Mortgage Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Intercreditor Agreement. Each
Serviced Whole Loan will be serviced and administered in accordance with this Agreement and the related Intercreditor Agreement.
Each Non-Serviced Whole Loan will be serviced and administered in accordance with the related Non-Serviced PSA and the related
Intercreditor Agreement.


The Companion Loans
are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is
part of the Trust Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to the extent
that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.


In consideration of
the mutual agreements herein contained, the parties hereto agree as follows:


ARTICLE
I



DEFINITIONS


Section 1.01      
Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized
terms, unless the context otherwise requires, shall have the meanings specified in this Article.


“10-K
Filing Deadline”: As defined in Section 11.05(a).


“15Ga-1
Notice”: As defined in Section 2.02(g).


“15Ga-1
Repurchase Request”: As defined in Section 2.02(g).


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


“17g-5
Information Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially
be located within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO”
tab on the page relating to this transaction.




    	 	 -7-	 



    	 



    

“30/360 Mortgage
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


“AB Control
Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent term
under the related AB Intercreditor Agreement.


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan and any holders of any related Pari Passu Companion Loans, relating to the relative rights of such holders
of the related AB Whole Loan, as the same may be amended in accordance with the terms thereof.


“AB Modified
Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced
Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced
PSA) 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 Mortgage Loan and (2) as to which an Appraisal Reduction Amount is
not in effect.


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund.


“AB Mortgaged
Property”: The Mortgaged Property which secures the related AB Whole Loan.


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, the MGM Grand & Mandalay Bay
Subordinate Companion Loans are the only AB Subordinate Companion Loans related to the Trust as of the Closing Date.


“AB Whole
Loan”: A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may include one
or more Pari Passu Companion Loans. The AB Whole Loans related to the Trust as of the Closing Date are the Whole Loans described
in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan
Type” of “Pari Passu and Subordinate” or “Subordinate”. For the avoidance of doubt, the MGM Grand
& Mandalay Bay Whole Loan is the only AB Whole Loan related to the Trust as of the Closing Date.


“AB Whole
Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling
Noteholder” or similarly defined party identified in the related AB Intercreditor Agreement. With respect to the MGM Grand
& Mandalay Bay Whole Loan, BX Commercial Mortgage Trust 2020-VIVA is the related AB Whole Loan Controlling Holder as of the
Cut-off Date.




    	 	 -8-	 



    	 



    

“Accelerated
Mezzanine Loan Lender”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure
or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the
part of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action,
provided that the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially
Serviced Loan) has determined (i) prior to the occurrence and continuance of a Control Termination Event, with the consent of
the Directing Certificateholder and (ii) after a Control Termination Event has occurred and is continuing, but prior to the occurrence
and continuance of a Consultation Termination Event, after non-binding consultation with the Directing Certificateholder (in each
case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) (or, in each case, with respect
to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Serviced AB
Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), in its reasonable judgment, based
on inquiry consistent with the Servicing Standard, that either (a) such insurance is not available at commercially reasonable
rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property
and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available
at any rate; provided, however, that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan,
the Serviced AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related
Intercreditor Agreement), will not have more than thirty (30) days to respond to the Master Servicer’s or the Special
Servicer’s, as applicable, request for such consent or consultation, as applicable; provided, further, that
upon the Master Servicer’s or the Special Servicer’s, as applicable, determination consistent with the Servicing Standard,
that exigent circumstances do not allow the Master Servicer or the Special Servicer, as applicable, to consult with the Directing
Certificateholder or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Master Servicer or the Special
Servicer, as applicable, is not required to do so. The Master Servicer (at its own expense) and the Special Servicer (at the expense
of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


“Accrued
and Deferred Principal”: With respect to the MGM Grand & Mandalay Bay Mortgage Loan, any accrued and deferred principal
that has been added to the principal balance of the Mortgage Loan following the Anticipated Repayment Date that has been collected
from the related Borrower (after payment in full of all other principal and interest due and owing on such Mortgage Loan).


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




    	 	 -9-	 



    	 



    

“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


“Additional
Secured Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender
under such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1
hereto, as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan
documents (including any Intercreditor Agreement or subordination agreement).


“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 hereto as Exhibit EE.


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to the Mortgaged Properties on or prior to September 11, 2001.


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


“Additional
Repurchase Obligor”: With respect to each Mortgage Loan Purchase Agreement, any Person (other than the related Mortgage
Loan Seller) that is required under such Mortgage Loan Purchase Agreement to perform the obligations of the related Mortgage Loan
Seller described in Section 2.03(b), in each case, to the extent set forth in such Mortgage Loan Purchase Agreement.


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that Services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who Services
10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary
Servicing Fee Rate.


“Advance”:
Any P&I Advance or Servicing Advance.


“Adverse
REMIC Event”: As defined in Section 10.01(g).


“Affected
Party”: As defined in Section 7.01(b).


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




    	 	 -10-	 



    	 



    

“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.


“Affirmative
Asset Review Vote”: As defined in Section 12.01(a).


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


“Anticipated
Repayment Date”: With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at the Revised
Rate.


“Applicable
Laws”: As defined in Section 8.15.


“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 other state or local tax laws whose applicability shall have been brought to the attention
of the Trustee and 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”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real
estate-related financial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or Special
Servicer shall be performed by an Independent MAI-designated appraiser.


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan),
Serviced Companion Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, shall be an amount, calculated
by the Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any
Mortgage Loan or Whole Loan other than an Excluded Loan) in consultation with the Directing Certificateholder, and, after the occurrence
and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (only with respect
to a Mortgage Loan or Whole Loan other than an Excluded Loan) and the Operating Advisor and, after the occurrence and during the
continuance of a Consultation Termination Event, in consultation with the Operating Advisor, as of the first Determination Date
that is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal (together with
information requested by the Special Servicer from the Master Servicer in accordance with this Agreement that is in the possession
of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described
below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal




    	 	 -11-	 



    	 



    

Balance of the applicable Serviced
Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged
Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan
(together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may
be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master
Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer (or at the Special Servicer’s
election, by one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage Loan (together with any
other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding
principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special
Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information
it deems relevant; and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole
Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the
date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest
due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and,
with respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable),
(B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced
Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest
thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently
due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or
Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an
Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that without
limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special
Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days
of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of
the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i)) or
ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial
delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to
25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time
as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated
as of the first Determination Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after
the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of
which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however, that with
respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the
Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day
period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi)
of the definition of Appraisal Reduction Event, the




    	 	 -12-	 



    	 



    

Special Servicer shall order and use
reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period,
as applicable, set forth in such clause (vi); provided, further, however, that in no event shall the
Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred
twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic
format by the Special Servicer to the Master Servicer, the Operating Advisor, the Directing Certificateholder (but only prior
to the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection
with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information as set forth
in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer shall not
calculate Appraisal Reduction Amounts.


With respect to any
Appraisal Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant
to Section 4.05(a), the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1)
or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be
reduced to zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the
Trust or as otherwise set forth in Section 4.05(d).


Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated
by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA, and the
Master Servicer, the Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without
regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect
of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction
in the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a change
in any other material economic term of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable (other
than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Serviced Companion
Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a
receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or
the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such
time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor
if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon
Payment with respect to such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, except where a refinancing
is anticipated within one hundred twenty




    	 	 -13-	 



    	 



    

(120) days after the Maturity
Date of the Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days
after such uncured delinquency, and (vii) immediately after such Mortgage Loan or Serviced Companion Loan or Serviced Whole
Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and
clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further,
however, that an Appraisal Reduction Event shall not occur at any time when the Certificate Balances of all Classes of
Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder,
and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable,
promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain
an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.
Notwithstanding anything to the contrary in the definition of Appraisal Reduction Event, no event, circumstance or action that
has occurred or will occur with respect to a COVID Modified Loan (other than an event described in clauses (iii), (iv), (v) or
(vii) of the definition of Appraisal Reduction Event) or the entry into of a COVID Modification Agreement shall constitute an
Appraisal Reduction Event, but only if, and for so long as, the related Mortgagor and each related obligor is in compliance with
the terms of the related COVID Modification Agreement.


“Appraisal
Review Period”: As defined in Section 4.05(b)(ii).


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


“Appraised
Value”: (i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised
value thereof as determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced
Whole Loan, or Serviced AB Whole Loan, as applicable, and (ii) with respect to a Non-Serviced Mortgaged Property, the appraised
value allocable thereto, as determined pursuant to the applicable Non-Serviced PSA.


“Arbitration
Rules”: As defined in Section 2.03(n)(i).


“Arbitration
Services Provider”: As defined in Section 2.03(n)(i).


“ARD
Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and
Revised Rate.


“ASR Consultation
Process”: As defined in Section 3.19(d).


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest and
assigns, or any successor asset representations reviewer appointed as herein provided.


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 12.02(b).


“Asset Representations
Reviewer Fee”: As defined in Section 12.02(a).




    	 	 -14-	 



    	 



    

“Asset Representations
Reviewer Fee Rate”: As defined in Section 12.02(a).


“Asset Representations
Reviewer Termination Event”: As defined in Section 12.05(a).


“Asset Review”:
A review of the compliance of each Delinquent Loan with certain representations and warranties of the applicable Mortgage Loan
Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ hereto.


“Asset Review
Notice”: As defined in Section 12.01(a).


“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a),
the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates.


“Asset Review
Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset
Review substantially in the form attached hereto as Exhibit OO.


“Asset Review
Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset
Review Report substantially in the form attached hereto as Exhibit PP.


“Asset Review
Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection
with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the
facts and circumstances known to it at the time of such determination or assumption.


“Asset Review
Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior
to and including the second anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans and the
outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan))
held by the Trust as of the end of the applicable Collection Period, or (B) after the second anniversary of the Closing Date,
at least fifteen (15) Mortgage Loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the
aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any
REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection
Period.


“Asset Review
Vote Election”: As defined in Section 12.01(a).


“Asset Status
Report”: As defined in Section 3.19(d).




    	 	 -15-	 



    	 



    

“Assignment”
and “Assignments”: Each as defined in Section 2.01(c).


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation,
leasing or disposition of all or a portion of such 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 Mortgage”: With respect to any Mortgaged Property, 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 related Mortgaged
Property is located to reflect of record the assignment of the Mortgage, which assignment, notice of transfer or equivalent instrument
may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction,
if permitted by law and acceptable for recording.


“Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the
Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment
required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest
at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction
in the principal balance thereof occurring in connection with a modification of such Mortgage Loan in connection with a default
or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan
(excluding, for purposes of determining P&I Advances, the portion allocable to any related Companion Loan, if applicable) at
the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and net of any applicable interest at the Non-Serviced
Primary Servicing Fee Rate).


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating
agent is appointed pursuant to Section 5.02(a), such successor authenticating agent.


“Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication):


(a)            
the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to
the extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor
Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g)
of this Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to
be




    	 	 -16-	 



    	 



    

deposited by the Master Servicer
pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or
credited to any portion of the Collection Account that is held for the benefit of the Serviced Companion Noteholders) as of the
close of business on the related P&I Advance Date, exclusive of (without duplication):


(i)            
all Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related
Collection Period, excluding interest relating to payments prior to, but due after, the Cut-off Date;


(ii)            
all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following
the related Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled
recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments
for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable
to the Mortgage Loans;


(iii)            
(A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier
REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C) any
Net Investment Earnings contained therein;


(iv)            
with respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any
January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date),
an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the
month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld
Amounts and are on deposit in the Collection Account;


(v)            
amounts distributable to each Loan REMIC Residual Interest pursuant to the related REMIC Declaration and Section 4.01(m);


(vi)            
all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class S
Certificates);


(vii)            
all Prepayment Premiums and Yield Maintenance Charges allocable to the Mortgage Loans;


(viii)            
all amounts deposited in the Collection Account in error; and


(ix)            
any Penalty Charges allocable to the Mortgage Loans;




    	 	 -17-	 



    	 



    

(b)            
 if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account
allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


(c)            
the aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans
with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset
Representations Reviewer Fee and CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage Loans
for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


(d)            
with respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related
Distribution Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account
pursuant to Section 3.21(b); and


(e)            
the Gain-on-Sale Remittance Amount for such Distribution Date.


Notwithstanding the
investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Available Funds,
the amounts so invested shall be deemed to remain on deposit in such account.


“Balloon
Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered
into as of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its
Maturity Date.


“Balloon
Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on
the Maturity Date of such Balloon Mortgage Loan.


“Bankruptcy
Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).


“Barclays”:
Barclays Capital Real Estate Inc., a Delaware corporation.


“Barclays
MGM Grand & Mandalay Bay Note”: The portion of the MGM Grand & Mandalay Bay Mortgage Loan consisting of Note
A-14-5.


“Barclays
MGM Grand & Mandalay Bay Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC
Declaration consisting of the Barclays MGM Grand & Mandalay Bay Note and the Barclays MGM Grand & Mandalay Bay Loan REMIC
Note, collections thereon, any related REO Property acquired in respect thereof and all proceeds of such REO Property, other
property related thereto, and amounts received in respect thereof from time to time.




    	 	 -18-	 



    	 



    

“Barclays
MGM Grand & Mandalay Bay Loan REMIC Note”: With respect to the MGM Grand & Mandalay Bay Loan, that certain promissory
note A-14-6, which evidences one of the MGM Grand & Mandalay Bay Companion Loans and is not an asset of the Trust Fund, in
the original principal amount of $72,847,000, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented,
consolidated, severed, split or otherwise modified.


“Barclays
MGM Grand & Mandalay Bay Loan REMIC Regular Interest”: With respect to the Barclays MGM Grand & Mandalay Bay
Loan REMIC, the uncertificated “regular interests”, within the meaning of Section 860G(a)(1) of the Code, in the Barclays
MGM Grand & Mandalay Bay Loan REMIC and as set forth in the Barclays MGM Grand & Mandalay Bay Loan REMIC Declaration. For
the avoidance of doubt, the principal balance of the Barclays MGM Grand & Mandalay Bay Loan REMIC Regular Interest shall at
all times equal the combined outstanding Stated Principal Balances of the Barclays MGM Grand & Mandalay Bay Note and the Barclays
MGM Grand & Mandalay Bay Loan REMIC Note (or, if applicable, the applicable portion of the deemed Stated Principal Balance
of any successor REO Loan). The interest rate on the Barclays MGM Grand & Mandalay Bay Loan REMIC Regular Interest shall be
the Mortgage Rate of the Barclays MGM Grand & Mandalay Bay Note. Payments and other collections of amounts received on or in
respect of the Barclays MGM Grand & Mandalay Bay Note and the Barclays MGM Grand & Mandalay Bay Loan REMIC Note (or any
related REO Property) shall be deemed distributable on the Barclays MGM Grand & Mandalay Bay Loan REMIC Regular Interest to
the extent of the principal, interest at the related Mortgage Rate and Yield Maintenance Charges due thereon.


“Barclays
MGM Grand & Mandalay Bay Loan REMIC Residual Interest”: With respect to the Barclays MGM Grand & Mandalay Bay
Mortgage Loan REMIC, the sole class of “residual interests”, within the meaning of Section 860G(a)(2) of the Code,
in the Barclays MGM Grand & Mandalay Bay Loan REMIC and as set forth in the Barclays MGM Grand & Mandalay Bay Loan REMIC
Declaration, beneficial ownership of which shall be evidenced by the Class R Certificates.


“Barclays
MGM Grand & Mandalay Bay Trust REMIC Regular Interest”: The approximately 28.47% ownership interest in the Barclays
MGM Grand & Mandalay Bay Loan REMIC Regular Interest evidenced by the Barclays MGM Grand & Mandalay Bay Note. The Barclays
MGM Grand & Mandalay Bay Trust REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


“Base Interest
Fraction”: As defined in Section 4.01(e).


“BCHI”:
Barclays Capital Holdings Inc., a Delaware corporation.


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


“Borrower
Party”: A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower
Party Affiliate.


“Borrower
Party Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine
Loan Lender, (a) any other Person




    	 	 -19-	 



    	 



    

controlling or controlled by or under
common control with such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other
Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, Mortgagor, manager or Accelerated
Mezzanine Loan Lender, 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.


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 4(b)
of the related Mortgage Loan Purchase Agreement.


“BSP”:
BSPRT CMBS Finance, LLC, a Delaware limited liability company, and its successors in interest.


“BSP Realty”:
Benefit Street Partners Realty Trust, Inc., a Maryland limited liability company.


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in Pennsylvania, Maryland, New York,
Kansas or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator, or the principal
place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special Servicer is located,
or 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.


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2021-C9, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed
hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator role through its Corporate Trust
Services division (including, as applicable, any agents or affiliates utilized thereby).


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate
Administrator shall pay the Trustee Fee to the Trustee.


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00939%
per annum and the Stated Principal Balance of




    	 	 -20-	 



    	 



    

the related Mortgage Loan (calculated
in the same manner as interest is calculated on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related
to any Companion Loan) as of the preceding Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at “www.ctslink.com”.


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution
Date, an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) 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 (determined as adjusted pursuant to Section 1.02(iii)).


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R and Class S Certificates), as of any
date of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is
the then-related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance
or Original Notional Amount.


“Certificate
Owner”: With respect to a Book-Entry 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 Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to
Section 5.03(a).


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling
Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related
Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned by the Special
Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with
respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver
or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in
the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, the Depositor, any




    	 	 -21-	 



    	 



    

Mortgage Loan Seller or any Affiliate
of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation
or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review (with
respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject to the Asset
Review); provided, further, that so long as there is no Servicer Termination Event with respect to the Master Servicer
or the Special Servicer, as applicable, the Master Servicer or the Special Servicer or any such Affiliate thereof, as applicable,
shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect
such party’s compensation or increase its obligations or liabilities hereunder; and provided, further, that
such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s or any
Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any
Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided
an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow
of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of
the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize
as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the
Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k)(i).


“Certification
Parties”: As defined in Section 11.06.


“Certification
Party”: Any one of the Certification Parties.


“Certifying
Person”: As defined in Section 11.06.


“Certifying
Servicer”: As defined in Section 11.09.


“Class”:
With respect to any Certificates, Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if
applicable, numerical) Class designation and each designated Lower-Tier Regular Interest.


“Class A
Certificate”: Any Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB and Class A-S Certificate.


“Class A-1
Certificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.




    	 	 -22-	 



    	 



    

“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 0.48800%.


“Class A-2
Certificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.84600%.


“Class A-4
Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.02100%.


“Class A-5
Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.29900%.


“Class A-S
Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.53400%.


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.96000%.


“Class A-SB
Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.68600%.




    	 	 -23-	 



    	 



    

“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class C
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.19100%, subject to
a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


“Class D
Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


“Class E-RR
Certificate”: A Certificate designated as “Class E-RR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class E-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


“Class F-RR
Certificate”: A Certificate designated as “Class F-RR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class F-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


“Class G-RR
Certificate”: A Certificate designated as “Class G-RR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class G-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


“Class H-RR
Certificate”: A Certificate designated as “Class H-RR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class H-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


“Class J-RR
Certificate”: A Certificate designated as “Class J-RR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.




    	 	 -24-	 



    	 



    

“Class J-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


“Class K-RR
Certificate”: A Certificate designated as “Class K-RR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class K-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


“Class LA1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LA2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LA4
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LA5
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LAS
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LASB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LC
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original




    	 	 -25-	 



    	 



    

Lower-Tier Principal Amount and
per annum rate of interest set forth in the Preliminary Statement hereto.


“Class LD
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LERR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LFRR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LGRR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LHRR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LJRR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LKRR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


“Class LR
Interest”: The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2
hereto, and evidencing the sole Class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


“Class
S Certificate”: A Certificate designated as “Class S” on the face thereof in the form of Exhibit A-3 hereto,
and evidencing undivided beneficial ownership of the Class S Specific Grantor Trust Assets.




    	 	 -26-	 



    	 



    

“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest received on or prior
to the related Determination Date, the amounts held from time to time in
the Excess Interest Distribution Account and the proceeds thereof.


“Class UR
Interest”: The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.


“Class X
Certificates”: The Class X-A and Class X-B Certificates, as the context may require.


“Class X-A
Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates
(other than the Class A-S Certificates).


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date shall equal
the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted
average of the Pass-Through Rates on the Class A Certificates (other than the Class A-S Certificates) for such Distribution
Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to the Distribution Date. The
Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth
in the Preliminary Statement hereto.


“Class X-B
Certificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class X-B
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S, Class
B and Class C Certificates.


“Class X-B
Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date shall equal
the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted
average of the Pass-Through Rates on the Class A-S, Class B and Class C Certificates for such Distribution Date, weighted
on the basis of their respective Certificate Balances outstanding immediately prior to the Distribution Date. The Pass-Through
Rate applicable to the Class X-B Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary
Statement hereto.


“Clearing
Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.
The initial Clearing Agency shall be DTC.


“Clearstream”:
Clearstream Banking, Luxembourg or any successor thereto.


“Closing
Date”: March 10, 2021.




    	 	 -27-	 



    	 



    

“CMBS”:
Commercial mortgage-backed securities.


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department
of the Treasury issued pursuant thereto.


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, an amount, calculated by the
Special Servicer (with respect to any AB Modified Loans that are not Non-Serviced Mortgage Loans) or the Master Servicer (with
respect to any AB Modified Loans that are Non-Serviced Mortgage Loans) 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 (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most
recent Appraised Value for the related Mortgaged Property or 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 related Mortgagor at the time
the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged
Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this
clause (y) will be taken into account solely to the extent relevant information is received by the Master Servicer), 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 (with respect to any
AB Modified Loans that are Non-Serviced Mortgage Loans), the Master Servicer (with respect to any AB Modified Loans that are not
Non-Serviced Mortgage Loans), the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on
the Master Servicer’s or the Special Servicer’s, as the case may be, calculation or determination of any Collateral
Deficiency Amount.


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series
2021-C9, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced
Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph
of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the Serviced Companion Noteholders,
to the extent funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust
or any Trust REMIC or the Grantor Trust.


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan




    	 	 -28-	 



    	 



    

or Companion Loan had a Due Date in
such preceding month and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in the month in
which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection Period is not
a Business Day, any Periodic Payments received with respect to the Mortgage Loans or Companion Loan relating to such Collection
Period on the Business Day immediately following such day shall be deemed to have been received during such Collection Period and
not during any other Collection Period.


“Commission”:
The Securities and Exchange Commission.


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall
be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit
of the Serviced Companion Noteholders of the Serviced Companion Loans, relating to the BBCMS Mortgage Trust 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9, Companion Distribution Account”. The Companion Distribution Account
shall not be an asset of the Trust or any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent
on behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing,
if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount
referenced in the second paragraph of Section 3.04(b).


“Companion
Holders”: Each of the holders of record of any Companion Loan.


“Companion
Loan”: A mortgage loan that is not included in the Trust Fund but is part of a Whole Loan that includes a Mortgage Loan.


“Companion
Loan Rating Agency”: Any NRSRO rating any class of Serviced Companion Loan Securities.


“Companion
Paying Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying
Agent appointed pursuant to Section 3.27.


“Compensating
Interest Payment”: An aggregate amount, with respect to each Serviced Mortgage Loan and any related Serviced Pari Passu
Companion Loan as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls
incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than Non-Serviced
Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other
than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master
Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than any Non-Serviced
Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid to the Master Servicer
for such Collection Period, calculated at a rate of 0.00125% per annum, (B) all Prepayment Interest




    	 	 -29-	 



    	 



    

Excesses received by the Master Servicer
during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long
as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan) subject to such prepayment and
(C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such
Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan subject to such prepayment. In no event
will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However,
if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing the
related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents
regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the
related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a
court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance
with the Servicing Standard, (Y)(i) at the request or with the consent of the Special Servicer or, (ii) so long as no Control Termination
Event has occurred and is continuing, and only with respect to Mortgage Loans other than Excluded Loans, at the request or with
the consent of the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds),
then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall
pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage
Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments. For the avoidance of doubt,
Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan, any
related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.


“Consultation
Termination Event”: At any date at which (a) with respect to any Mortgage Loan (other than with respect to any Serviced
AB Whole Loan) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least
equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative
Appraisal Reduction Amounts; provided, that a Consultation Termination Event shall be deemed not continuing in the event that the
Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero
as a result of principal payments on the Mortgage Loans; and (b) with respect to any Serviced AB Whole Loan, when the related Control
Appraisal Period has occurred and is continuing and when the events in clause (a) above are occurring; provided further,
that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing
Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing
Certificateholder related to such Servicing Shift Whole Loan. The Certificate Administrator shall notify the Operating Advisor,
the Master Servicer and the Special Servicer of the commencement or cessation of any Consultation Termination Event.


“Control
Eligible Certificates”: Any of the Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR
Certificates.




    	 	 -30-	 



    	 



    

“Control
Termination Event”: The occurrence of (a) with respect to any Mortgage Loan (other than with respect to any Serviced
AB Whole Loan), when the Certificate Balance of the Class E-RR Certificates (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a))
being reduced to less than 25% of the Original Certificate Balance of such Class; provided, that a Control Termination Event shall
not be deemed continuing in the event that the Certificate Balances of the Principal Balance Certificates other than the Control
Eligible Certificates have been reduced to zero as a result of principal payments on the Mortgage Loans; and (b) with respect to
any Serviced AB Whole Loan, when the related Control Appraisal Period has occurred and is continuing and when the events in clause
(a) above are occurring; provided further, that prior to the applicable Servicing Shift Date, no Control Termination Event
may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control
Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift
Whole Loan.


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such
Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided,
however, that if at any time the Certificate Balances of the Principal Balance Certificates other than the Control Eligible
Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling
Class shall be the most subordinate Class among the Control Eligible Certificates that has an aggregate Certificate Balance greater
than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the
Class K-RR Certificates.


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the
Master Servicer, the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense
of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling
Class and the Certificate Administrator shall promptly provide such list without charge to such Depositor, Trustee, Master Servicer,
Operating Advisor or Special Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicer and the Operating
Advisor shall be entitled to rely on any such list so provided.


“Conveyed
Property”: As defined in Section 2.01(a).


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank,
National Association, 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer
Services – BBCMS 2021-C9 and (ii) for all other purposes, to the 9062 Old Annapolis Road, Columbia, Maryland, 21045-1951,
Attention: CMBS Trustee BBCMS Mortgage Trust 2021-C9.




    	 	 -31-	 



    	 



    

“Corrected
Loan”: Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic
Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as
applicable, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving
the Mortgagor), and (provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion
Loan during such preceding three (3) months, no additional event of default is foreseeable in the reasonable judgment of the
Special Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to
otherwise constitute a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer
pursuant to Section 3.19(a).


“COVID Emergency”:
The national emergency concerning the novel coronavirus disease (COVID-19) outbreak declared by the President on March 13,
2020 under the National Emergencies Act (50 U.S.C. 1601 et seq.).


“COVID Modification”:
A modification of, or forbearance or waiver in respect of, a Mortgage Loan that satisfies the following conditions:


(i)     
prior to the modification or forbearance or waiver, the related borrower certified to the Special Servicer that it is seeking
limited relief from the terms of the related Mortgage Loan documents because it is experiencing a financial hardship due, directly
or indirectly, to the COVID Emergency;


(ii)   
the related modification or forbearance or waiver provides for (a) the temporary forbearance, waiver or deferral with respect
to payment obligations or operating covenants, (b) the temporary alternative use of funds on deposit in any reserve account or
escrow account for any purpose other than the explicit purpose provided for in the related Mortgage Loan documents, or (c) such
other modifications, forbearance or waiver that is related or incidental to clause (a) or clause (b) as may be reasonably determined
by the Special Servicer in accordance with the Servicing Standard to address a financial hardship due, directly or indirectly,
to the COVID Emergency;


(iii) 
if a default or event of default existed under the Mortgage Loan prior to the modification or forbearance or waiver, the
related COVID Modification Agreement provides that such default or event of default is cured or deemed no longer outstanding; provided
the related borrower complies with the terms of the COVID Modification Agreement;


(iv)  
any COVID Modification Agreement requires that any payments deferred in accordance with clause (ii)(a) above or reserve
or escrow amounts used for alternate purposes in accordance with clause (ii)(b) above are repaid or restored in full within twenty-one
(21) months of the date of the first COVID Modification Agreement with respect to such Mortgage Loan; and


(v)    
the related COVID Modification Agreement may (but will not be required to) provide that (a) the Mortgage Loan will be full
recourse to the borrower (and that such recourse obligation is a guaranteed obligation under the related borrower sponsor guaranty)




    	 	 -32-	 



    	 



    

if the certification described
in clause (i) is false or misleading, and/or (b) that a cash trap or sweep event will be deemed to have occurred under the terms
of the Mortgage Loan documents.


“COVID Modification
Agreement”: The agreement or agreements pursuant to which a COVID Modification is effected.


“COVID Modification
Fees”: As defined in Section 3.18 of this Agreement.


“COVID Modified
Loan”: A Serviced Mortgage Loan and, if applicable, any related Serviced Companion Loan, that is subject to a COVID Modification.


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


“CREFC®
Advance Recovery Report”: The 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®
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 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.


“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 Mortgage Loans, 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®
Delinquent Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” format substantially
in the form of and containing the information called for




    	 	 -33-	 



    	 



    

therein for the Mortgage Loans, 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®
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 Mortgage Loans, 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®
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/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the
information called for therein for the Mortgage Loans, 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®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (excluding the portion of
an REO Loan related to any Serviced Pari Passu Companion Loan) and for any Distribution Date, the amount accrued during the related
Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance
of such Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the
avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer
from the Lower-Tier REMIC or Grantor Trust, as applicable.


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal to 0.00050%
per annum.


“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”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package”. As of the Closing Date, the CREFC® Investor Reporting
Package contains eight electronic files ((1) CREFC® Loan




    	 	 -34-	 



    	 



    

Setup File, (2) CREFC®
Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File
and (8) CREFC® Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List,
(2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC®
Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment
Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a
Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting
Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting
Package shall include the following eleven templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC®
Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template,
(6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC® Servicer Remittance to
Certificate Administrator Report, (8) CREFC® Significant Insurance Event Report, (9) CREFC® Loan
Modification Report, (10) CREFC® Loan Liquidation Report and (11) CREFC® REO Liquidation
Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information
called for in, the downloadable forms of the “CREFC® IRP” 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 or reports as may
from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.
For the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the
Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master
Servicer or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest
error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a
report produced by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and
(y) in the case of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer
or an Affiliate thereof).


“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®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, 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®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Liquidation Report” 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.




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“CREFC®
Loan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Modification Report” 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®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, 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®
Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the
form of and containing the information called for therein for the Mortgage Loans, 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®
NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form
of and containing the information called for therein for the Mortgage Loans, 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®
Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, 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®
Property File”: The data file in the “CREFC® Property File” format substantially in the form
of and containing the information called for therein for the Mortgage Loans, 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®
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 Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Liquidation Report” 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.




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“CREFC®
REO Status Report”: The monthly report in the “REO Status Report” format substantially in the form of and
containing the information called for therein for the Mortgage Loans, 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®
Schedule AL File”: A data file in the “Schedule AL File” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, 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; provided that
the Depositor shall confirm in writing to the Master Servicer and the Certificate Administrator that any change to such “Schedule
AL File” format complies with all requirements of Item 1125 of Regulation AB.


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


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially
Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


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


“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, 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®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to time
be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable
to the Master Servicer.




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


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Realized Losses to such Certificates.


“Crossed
Mortgage Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan,
the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or
more individual Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized
and cross-defaulted Mortgage Loans. For the avoidance of doubt, there is no Crossed Mortgage Loan Group in the Trust Fund.


“Crossed
Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans within such Crossed Mortgage Loan Group. For the avoidance of doubt,
there is no Crossed Underlying Loan in the Trust Fund.


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans”
and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the
four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the least of (a) 0.10x
below the Debt Service Coverage Ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) set
forth in Annex A-1 to the Prospectus, (b) the Debt Service Coverage Ratio for the Crossed Mortgage Loan Group (including
the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement and (c) 1.25x,
(ii) the LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or substitution based
upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than
the greatest of (a) the LTV Ratio, expressed as a whole number percentage (taken to one decimal place), for the entire Crossed
Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus plus
10%, (b) the LTV Ratio, expressed as a whole number percentage (taken to one decimal place), for the entire such Crossed Mortgage
Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or substitution, and (c) 75%, (iii) the
related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion
of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized
and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise
forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the
Trust (while the Trust forbears from exercising enforcement rights against the




    	 	 -38-	 



    	 



    

Primary Collateral for the Mortgage
Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination Event has
occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected
Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


“Cumulative
Appraisal Reduction Amount”: As of any date of determination and for any Mortgage Loan, an amount equal to the sum of
(i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency
Amount then in effect. The Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special
Servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan). With respect to a Non-Serviced Mortgage Loan, the Special Servicer and the Certificate
Administrator shall be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation or
determination of any Appraisal Reduction Amount with respect to such Non-Serviced Mortgage Loan and on the Master Servicer’s
calculation or determination of any Collateral Deficiency Amount with respect to any such Non-Serviced Mortgage Loan that is
an AB Modified Loan.


“Cure/Contest
Period”: As defined in Section 12.01(b)(vii).


“Custodial
Exception Report”: As defined in Section 2.02(b).


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its
Document Custody division (including, as applicable, any agents or affiliates utilized thereby).


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in March 2021, or with respect
to any Mortgage Loan that has its first Due Date after March 2021, the date that would have otherwise been the related Due Date
in March 2021.


“Cut-off
Date Balance”: With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of the Cut-off
Date, after application of all payments of principal due on or before such date, whether or not received.


“DBRS Morningstar”:
DBRS, Inc., and its successors in interest. 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 reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer 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”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement
for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such




    	 	 -39-	 



    	 



    

period to (ii) the aggregate amount
of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan during such period; provided that with respect
to the Mortgage Loans identified on Annex A-1 to the Prospectus as paying interest only for a specified period of time set forth
in the related Mortgage Loan documents and then paying principal and interest, the related Periodic Payment will be calculated
(for purposes of this definition only) to include interest and principal (based on the remaining amortization term indicated in
the Mortgage Loan Schedule).


“Default
Interest”: With respect to any Mortgage Loan or Companion Loan and any Collection Period, all interest accrued in respect
of such Mortgage Loan or Companion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as
a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate accrued on
the unpaid principal balance of such Mortgage Loan or Companion Loan outstanding from time to time.


“Defaulted
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its
Balloon Payment, if any; provided that in respect of a Balloon Payment, if the related Mortgagor has provided the Master Servicer
or Special Servicer, as applicable with documentation reasonably satisfactory in form and substance to the Master Servicer or the
Special Servicer, as applicable (and the Master Servicer or Special Servicer, as applicable, will be required to promptly forward
such documentation to the Directing Certificateholder), which provides that a refinancing of such Mortgage Loan or sale of the
related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due, then such Mortgage
Loan or Serviced Whole Loan will not be considered a Defaulted Loan unless and until such Balloon Payment is delinquent at least
one hundred twenty (120) days; and, in any case, such delinquency is to be determined without giving effect to any Grace Period
permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage
and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the
maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does
not constitute a “Defaulted Loan”.


“Defeasance
Accounts”: As defined in Section 3.18(j).


“Defect”:
As defined in Section 2.02(f).


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than an Initial 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 information
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.




    	 	 -40-	 



    	 



    

“Deficient
Valuation”: With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent
jurisdiction of the related Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage Loan
or Serviced Whole Loan which valuation results from a proceeding initiated under the Bankruptcy Code.


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially the Risk Retention
Certificates, the Class S Certificates, the Class R Certificates and any Certificate issued pursuant to Section 5.02(c)
and Section 5.02(d) shall be Definitive Certificates. For the avoidance of doubt, any Risk Retention Certificate shall at
all times during the Transfer Restriction Period be a Definitive Certificate.


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon
Payment, if any, in either case such delinquency to be determined without giving effect to any Grace Period. For the avoidance
of doubt, a delinquency that would have existed but for a COVID Modification shall not constitute a delinquency for so long as
the related Mortgagor is complying with the terms of such COVID Modification.


“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face
thereof, (b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and
records of the Depository or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate
Balance or initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


“Depositor”:
Barclays Commercial Mortgage Securities LLC, a Delaware limited liability company, or its successor in interest.


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant
to the provisions of Section 17A of the Exchange Act.


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


“Designated
Intercreditor Agreement”: As defined in the definition of “Intercreditor Agreement”.


“Designated
Site”: The website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh
(11th) calendar day of that month is not a Business Day, then the next Business Day), commencing in April 2021.




    	 	 -41-	 



    	 



    

“Diligence
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in electronic
format:


(a)            
A copy of each of the following documents:


(i)            
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the
Trustee or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage
Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with
a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


(ii)            
the Mortgage, together with a copy of any intervening Assignments of Mortgage, in each case, with evidence of recording
indicated thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


(iii)            
any related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage),
in each case, with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession
of the applicable Mortgage Loan Seller);


(iv)            
all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the
terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


(v)            
the policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan,
or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy
that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;


(vi)            
any UCC Financing Statements, related amendments and continuation statements in the possession of the applicable Mortgage
Loan Seller;


(vii)            
any Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating
to a Serviced Whole Loan, and any related mezzanine intercreditor agreement;


(viii)            
any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole
Loan;


(ix)            
any ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole
Loan;




    	 	 -42-	 



    	 



    

(x)            
 any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


(xi)            
any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and,
with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to
the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and/or a request for confirmation that the Trust is a
beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the
case may be;


(xii)            
any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


(xiii)            
all related environmental reports; and


(xiv)            
all related environmental insurance policies;


(b)            
a copy of any engineering reports or property condition reports;


(c)            
other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property),
copies of a rent roll;


(d)            
for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller;


(e)            
a copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller or an
Affiliate thereof, and its counsel that are privileged communications or constitute legal or other due diligence analyses), if
any, delivered in connection with the closing of the related Mortgage Loan;


(f)             
a copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing of
the related Mortgage Loan;


(g)            
a copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;


(h)            
for any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of
the lease;


(i)             
a copy of the applicable Mortgage Loan Seller’s asset summary;


(j)             
a copy of all surveys for the related Mortgaged Property or Mortgaged Properties;




    	 	 -43-	 



    	 



    

(k)            
 a copy of all zoning reports;


(l)             
a copy of financial statements of the related Mortgagor;


(m)          
a copy of operating statements for the related Mortgaged Property or Mortgaged Properties;


(n)            
a copy of all UCC searches;


(o)            
a copy of all litigation searches;


(p)            
a copy of all bankruptcy searches;


(q)            
a copy of any origination settlement statement;


(r)             
a copy of the Insurance Summary Report;


(s)            
a copy of the organizational documents of the related Mortgagor and any guarantor;


(t)             
unless already included in the origination settlement statement, a copy of all escrow statements related to the escrow account
balances as of the Mortgage Loan origination date;


(u)            
a copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;


(v)            
a copy of any closure letter (environmental); and


(w)          
a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;


in each case, to the extent that the
related originator received such documents or information in connection with the origination of such Mortgage Loan. In the event
any of the items identified above were not included in connection with the origination of such Mortgage Loan (other than documents
or information that would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable
to the origination of a Mortgage Loan of that structure or type), the Diligence File shall include a statement to that effect.
No information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal
communications shall constitute part of the Diligence File. It is generally not required to include any of the same items identified
above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence
File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other
documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


“Diligence
File Certification”: As defined in Section 2.01(h).




    	 	 -44-	 



    	 



    

“Directing
Certificateholder”: With respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder shall be
the related Loan-Specific Directing Certificateholder; and (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loans
and any Excluded Loans), the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative
thereof) selected by more than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate
Registrar from time to time) (the “Trust Directing Certificateholder”); provided, however, that
(i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing Certificateholder; provided, however, that, in the case
of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling
Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement. After
the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder described in clause
(B) above shall only retain its consultation rights to the extent specifically provided for herein. After the occurrence and continuance
of a Consultation Termination Event, there will be no Directing Certificateholder as described in clause (B) above. The Depositor
shall promptly provide the name and contact information for the initial Directing Certificateholder upon request of any party
to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder
has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding
the requisite interest in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current
Directing Certificateholder. The initial Trust Directing Certificateholder shall be
KKR Real Estate Credit Opportunity Partners II L.P.


“Directing
Certificateholder Approval Process”: As defined in Section 3.19(d).


“Directly
Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged 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 such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, however, that an REO Property shall not
be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) 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 such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,




    	 	 -45-	 



    	 



    

in the form of commissions, brokerage
fees, or rebates, or 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, any Mortgagor, any manager, any guarantor
or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such Mortgage Loan or Serviced
Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any such Mortgage Loan or Serviced
Companion Loan, the management or disposition of such REO Property, and the performance by the Special Servicer or any such Affiliate
of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and
(2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement.


“Disclosure
Parties”: As defined in Section 3.13(f).


“Discount
Rate”: As defined in Section 4.01(f).


“Dispute
Resolution Consultation”: As defined in Section 2.03(l)(iii).


“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(l)(i).


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than
(a) a Non-U.S. Tax Person that holds the Class R Certificates 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
(b) a Non-U.S. Tax 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 Certificates to it is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded
for federal income tax purposes.


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (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 Certificates (except certain farmers’ cooperatives described in Section 521 of the Code),
(iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee
or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability
for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R Certificate to such Person. The terms “United




    	 	 -46-	 



    	 



    

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 REMIC Distribution Account, the Lower-Tier REMIC Distribution Account,
the Excess Interest Distribution Account and the Loan REMIC Residual Distribution Account (and in each case any subaccount thereof),
all of which may be subaccounts of a single Eligible Account.


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in April 2021. The initial Distribution
Date shall be April 16, 2021.


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


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under
Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation
AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties
appear on the Do Not Hire List.


“Dodd-Frank
Act”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.


“DTC”:
The Depository Trust Company, a New York corporation.


“Due Date”:
With respect to (i) any Mortgage Loan or Companion Loan, as applicable, on or prior to its Maturity Date, the day of the month
set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (ii) any Mortgage
Loan or Companion Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due,
and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on the
related Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due.


“EDGAR”:
As defined in Section 11.03.


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor,
Certificate Administrator and the Master Servicer and (b) any report, file or document other than those listed in clause (a)
above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company, (A) the long-term deposit rating or long-term unsecured debt obligations
or deposits of which are rated at




    	 	 -47-	 



    	 



    

least “A-” by S&P, if
the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which
have a short-term rating of not less than “A-1” from S&P, if the deposits are to be held in such account for
less than thirty (30) days and (B) the long-term unsecured debt obligations or deposits of which are rated at least “A”
by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the short-term
debt obligations or deposits of which have a short-term rating of not less than “F1” from Fitch (to the extent rated
by Fitch), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained
with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt
rating shall be at least “BBB” from S&P and “A-“ from Fitch (to the extent rated by Fitch) (if
the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term
deposit or short-term unsecured debt rating shall be at least “A-1” from S&P (or “A-2” by S&P
so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB”
by S&P) and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty
(30) days or less) or such other rating confirmed in a Rating Agency Confirmation); (iii) an account or accounts maintained with
PNC Bank, National Association so long as PNC Bank, National Association’s long-term unsecured debt or deposit account rating
shall be at least “BBB” from S&P and “A” from Fitch (if the deposits are to be held in the account
for more than thirty (30) days) or PNC Bank, National Association’s short-term deposit account or short-term unsecured debt
rating shall be at least “A-1” from S&P (or “A-2” by S&P so long as the long-term unsecured debt
obligations of such depository institution or trust company are rated no less than “BBB” by S&P) and “F-1”
from Fitch (if the deposits are to be held in the account for thirty (30) days or less); (iv) an account or accounts maintained
with KeyBank National Association so long as such depository’s long-term unsecured debt or deposit accounts are rated at
least “BBB” from S&P and “A-” from Fitch (if the deposits are to be held in the account for more than
thirty (30) days) or KeyBank National Association’s short-term deposit account or short-term unsecured debt rating shall
be at least “A-2” from S&P and “F2” from Fitch (if the deposits are to be held in the account for thirty
(30) days or less); (v) 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 clause (i) – (iv) above, with respect to which a Rating
Agency 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, which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; (vi) any other account or accounts not listed in clause (i)
– (iv) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency
and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; or (vii) a segregated trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term
unsecured debt rating of at least “A-” from S&P (if the deposits are to be held in the account for more than thirty (30)
days) or a short-term unsecured debt rating of at least “A-1” from S&P (if the deposits are to be held
in the account for thirty (30) days or less)




    	 	 -48-	 



    	 



    

and that, in either case, has corporate
trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is subject
to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest.
No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P
and DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and
warranties set forth in Section 6.01(d), (c) is not (and is not affiliated (including Risk Retention Affiliated) with)
a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Third Party Purchaser, the
Certificate Administrator, the Trustee, the Directing Certificateholder, a Sponsor or any of their respective Affiliates (including
Risk Retention Affiliates), (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, the Third Party Purchaser,
any party to this Agreement, the Directing Certificateholder or any of their respective Affiliates, or have been paid any fees,
compensation or other remuneration by any of them in connection with any such services, and (e) does not directly or indirectly,
through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any
securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable)
and except as otherwise set forth in this Agreement.


“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 a special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn
its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with
the Operating Advisor in its capacity as the special servicer or operating advisor, as applicable, 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 6.01(c) of this Agreement; (c) that is not (and is not affiliated (including Risk Retention Affiliated) with)
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the
Third Party Purchaser, the Directing Certificateholder, a depositor, a trustee, a certificate administrator, a master servicer
or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates (including
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 or recommendation for replacement
of a




    	 	 -49-	 



    	 



    

successor special servicer to become
a special servicer under this Agreement; (e) that (i) 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 (ii) 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,
through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage
Loan, any Companion Loan or securities backed by a Companion 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 and Asset Representations Reviewer
(to the extent it also acts as the Asset Representations Reviewer).


“Enforcing
Party”: The person obligated to or that elects pursuant to Section 2.03 to enforce the rights of the Trust against
the related Mortgage Loan Seller with respect to the Repurchase Request.


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by Special Servicer, the Directing Certificateholder or a Controlling
Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any person other than the
Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to the Resolution Failure
relating to such Non-Specially Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to
such Non-Specially Serviced Loan, the Special Servicer.


“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


“ERISA Plan”:
As defined in Section 5.03(t).


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class S Certificate) that does not meet the requirements of U.S.
Department of Labor Final Authorization Number 2004-03E (as such exemption may be amended from time to time) as of the date of
the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class G-RR, Class H-RR, Class J-RR and
Class K-RR Certificates is an ERISA Restricted Certificate.


“Escrow Payment”:
Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged
Property, including amounts for deposit to any reserve account.




    	 	 -50-	 



    	 



    

“Euroclear”:
The Euroclear System or any successor thereto.


“Excess Interest”:
With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate,
including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan documents, including
any Accrued and Deferred Principal. The Excess Interest shall not be an asset of any Trust REMIC, but rather shall be an asset
of the Grantor Trust. Notwithstanding anything herein to the contrary, any payments and other collections of Accrued and Deferred
Principal shall in no event be taken into account for purposes of calculating any amounts distributable as principal in respect
of the Certificates or the Stated Principal Balance of the MGM Grand & Mandalay Bay Mortgage Loan.


“Excess Interest
Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated
as evidencing an interest in the Excess Interest Grantor Trust Assets.


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates,
Series 2021-C9, Excess Interest Distribution Account”, and which must be an Eligible Account (or a subaccount of an Eligible
Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest 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.


“Excess Interest
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest Distribution
Account and the proceeds thereof.


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular
modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,
an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the
prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent those fees have not
previously been deducted from a Workout Fee or Liquidation Fee.


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the
sum of (A) the excess, if any, of (i) any and all Modification Fees (other than fees collected with respect to a COVID
Modification) with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or Serviced
Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement
of Advances and interest on




    	 	 -51-	 



    	 



    

Advances to the extent not otherwise
paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master
Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of
1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date
of the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment)
with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, with respect to the Mortgage Loans, the aggregate of any
Prepayment Interest Shortfalls resulting from any Principal Prepayments made on the Mortgage Loans to be included in the Available
Funds for such Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution
Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received
from the related Non-Serviced Master Servicer.


The Excess Prepayment
Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Regular Certificates pro rata
in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a fraction,
the numerator of which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator of which is
the aggregate Interest Accrual Amounts for all Classes of Regular Certificates for such Distribution Date.


“Excess Rate”:
With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate,
each as set forth in the Mortgage Loan Schedule.


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


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing
Certificateholder or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded
Controlling Class Loan and/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any
Controlling Class Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the
Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall
be physically delivered in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded
Controlling Class Holder and identifying the related Mortgage




    	 	 -52-	 



    	 



    

Loan, specifying whether it is (A) an
Excluded Controlling Class Loan or (B) both an Excluded Loan and an Excluded Controlling Class Loan. Additionally, any Excluded
Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit P-1F
hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which
notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there is no Excluded Controlling
Class Holder related to the Trust.


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is a Borrower Party. As of the Closing Date,
there are no Excluded Controlling Class Loans related to the Trust.


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination
or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and any Officer’s Certificates
delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special
Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with respect to
such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance
of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL
Additional File shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer and
the Operating Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.33.
For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under
the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information
being delivered in the manner provided in Section 3.26.


“Excluded
Loan”: Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or (except
for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift Whole Loan is an Excluded Loan with respect
to the related Loan-Specific Directing Certificateholder) the Holder of the majority of the
Controlling Class or any Controlling Class Certificateholder is a Borrower Party or a party prohibited from serving as the Directing
Certificateholder or the Holder of the majority of the Controlling Class under the related Mortgage Loan documents. As of the
Closing Date, there are no Excluded Loans related to the Trust.


“Excluded
Special Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party with respect to such Excluded Special




    	 	 -53-	 



    	 



    

Servicer Loan and satisfies all of the
eligibility requirements applicable to the Special Servicer set forth in Section 7.01 (g). As of the Closing Date, there
are no Excluded Special Servicers related to the Trust.


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding
an Excluded Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant
to Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special
Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information
and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer
or the Operating Advisor, as applicable, in each case, other than information with respect to such Excluded Special Servicer Loan(s)
that is aggregated with information with respect to the other Mortgage Loans at a pool level. For the avoidance of doubt, any file
or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded Special Servicer Loan) and any Schedule AL Additional File shall not be considered
“Excluded Special Servicer Information”.


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination,
the Special Servicer obtains knowledge that it has become a Borrower Party. For the avoidance of doubt, there are no Excluded Special
Servicer Loans related to the Trust as of the Closing Date.


“Extended
Cure Period”: As defined in Section 2.03(b).


“Fannie Mae”:
Federal National Mortgage Association or any successor thereto.


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


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, the final iteration of the related Asset Status Report,
together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder or
the AB Whole Loan Controlling Holder, which does not include any communication (other than the related Asset Status Report) between
the Special Servicer and Directing Certificateholder or between the Special Servicer and the AB Whole Loan Controlling Holder with
respect to such Specially Serviced Loan required to be delivered by the Special Servicer by the Initial Delivery Date and any Subsequent
Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Certificateholder
pursuant to the Directing Certificateholder Approval Process or following completion of the ASR Consultation Process, as applicable,
or by the AB Whole Loan Controlling Holder (to the extent required by the terms of the related AB Intercreditor Agreement). The
Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a
Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed
by the Directing Certificateholder or that otherwise includes an indication that such Asset Status Report is deemed




    	 	 -54-	 



    	 



    

approved due to the passage of any required
consent or consultation time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special
Servicer. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any
Specially Serviced Loan in accordance with the procedures described above. The Operating Advisor is only required to review Final
Asset Status Reports delivered to it by the Special Servicer.


“Final Dispute
Resolution Election Notice”: As defined in Section 2.03(l)(iii).


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence and continuance of a Consultation Termination
Event, with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property
(other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers
or Additional Repurchase Obligors pursuant to Section 5 or Section 19, as applicable, of the applicable Mortgage Loan Purchase
Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine
lender pursuant to Section 3.16 or (iii) the Master Servicer, the Special Servicer, the Holders of the Controlling
Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance
and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s
judgment, which judgment was exercised without regard to any obligation of the Special Servicer to make payments from its own
funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage Loans other than Excluded
Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder shall have ten
(10) Business Days to review and approve each such recovery determination by the Special Servicer; provided, however,
that if the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business
Days of receipt of the initial recovery determination, such consent shall be deemed given.


“Financial
Market Publishers”: Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited,
BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, MBS Data LLC, RealInsight, KBRA Analytics, LLC,
Thomson Reuters Corporation, DealView Technologies Ltd. and CRED iQ.


“Fitch”:
Fitch Ratings, Inc., and 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 reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer, 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 Information”: As defined in Section 11.07.


“Form 15
Suspension Notification”: As defined in Section 11.08.




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“Franchise
Required Mortgage Loans”: Any Mortgage Loan subject to a franchise agreement with a related comfort letter in favor of
the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related
comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust. For the avoidance of doubt,
the only Franchise Required Mortgage Loan with respect to the Trust is the Mortgage Loan secured by the Mortgaged Property identified
as Hampton Inn Arkadelphia on the Mortgage Loan Schedule.


“Freddie
Mac”: Federal Home Loan Mortgage Corporation or any successor thereto.


“Gain-on-Sale
Entitlement Amount”: With respect to each Distribution Date, the aggregate amount of (i) the sum of (a) the aggregate
portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid as of the close of
business on such Distribution Date, and (b) the amount by which the Principal Distribution Amount exceeds the aggregate amount
that would actually be distributed on such Distribution Date in respect of such Principal Distribution Amount, and (ii) any Realized
Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution
Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale
Remittance Amount as part of the definition of Available Funds.


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the greater of the Purchase Price for such Mortgage Loan on
the date on which Liquidation Proceeds were received and the amount that would have been received if a payment in full of principal
and all other outstanding amounts had been paid with respect to such Mortgage Loan (including any amounts allocated as a Yield
Maintenance Charge, Prepayment Premium, recovery of any late payment charges and Default Interest or recovery of any assumption
fees and Modification Fees pursuant to Section 3.02(a), Section 3.02(b) and Section 3.02(b)(iii).


“Gain-on-Sale
Remittance Amount”: For each Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Gain-on-Sale
Reserve Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) held as an asset of the
Lower-Tier REMIC and created and maintained by the Certificate Administrator, pursuant to Section 3.04(g) on behalf of the
Trustee for the benefit of the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
Holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Gain-on-Sale Reserve
Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan.




    	 	 -56-	 



    	 



    

“Grantor
Trust”: A segregated asset pool within the Trust Fund, which is classified as a trust under Treasury regulation section
301.7701-4 and the beneficiaries of which are treated as the owners of the trust under section 671 of the Code. The Grantor Trust
consists of the Class S Specific Grantor Trust Assets.


“Grantor
Trust Certificates”: The Class S Certificates.


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels
or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically
including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, 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.


“HRR Certificates”:
Individually and collectively the Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR Certificates.


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.31.


“Impermissible
TPP Affiliate”: As defined in Section 3.31.


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b)
of the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is
in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together
with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof,
(ii) does not have any material direct financial interest in or any material indirect financial interest in any of the
Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other
Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected
with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other
Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that
a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate




    	 	 -57-	 



    	 



    

Administrator, the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the
Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the total
assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any Class
of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test 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 of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which
shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s length,
all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that 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 has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including
the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor
and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the
Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any 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 such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


“Initial
Cure Period”: As defined in Section 2.03(b).


“Initial
Delivery Date”: As defined in Section 3.19(d).


“Initial
Purchasers”: Barclays Capital Inc., SG Americas Securities, LLC, KeyBanc Capital Markets Inc., Bancroft Capital, LLC
and Academy Securities, Inc.


“Initial
Requesting Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Certificateholder Repurchase
Request as described in Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more
than one Initial Requesting Certificateholder with respect to any Mortgage Loan.


“Initial
Schedule AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information
or schedules regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item
601(b)(103) of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE




    	 	 -58-	 



    	 



    

incorporated by reference into the Prospectus
in both EDGAR-Compatible Format and Excel format.


“Initial
Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required by
Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit
102 and, if applicable, Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus in both EDGAR-Compatible Format
and Excel format.


“Initial
Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master
Servicer as of the Closing Date, the Sub-Servicer under any such Sub-Servicing Agreement, and with respect to each Non-Serviced
Mortgage Loan, the related Non-Serviced Master Servicer. As of the Closing Date, each entity with respect to the Serviced Mortgage
Loans listed on Exhibit FF is an Initial Sub-Servicer.


“Initial
Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs (1),
(2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within
such paragraphs.


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent that any portion of such proceeds are received
by the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.


“Insurance
Policy”: With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other
insurance policy that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


“Insurance
Summary Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage
Loan Seller or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all
Insurance Policies covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each
such provider and the amount of coverage and any applicable deductible.


“Intercreditor
Agreement”: Each intercreditor agreement, co-lender agreement or other similar agreement between noteholders relating
to a Whole Loan described in the table under the heading “Whole Loans” in the Preliminary Statement hereto (each of
such agreements, a “Designated Intercreditor Agreement”), and any intercreditor agreement entered into in connection




    	 	 -59-	 



    	 



    

with the issuance to the direct or indirect
equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the
related Mortgage Loan documents.


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount of interest
for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate
Balance or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest
for each Interest Accrual Period will be made on a 30/360 basis.


“Interest
Accrual Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to
(A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date
and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any
Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of BBCMS
Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Interest Reserve Account”, into
which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion
of the Interest Distribution Amount for such Class of Certificates remaining unpaid as of the close of business on the preceding
Distribution Date, and (b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates,
one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates
for the current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s interest on that
amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any Sponsor,
any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding
entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or
any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and each
related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such party
described above.


“Investment
Account”: As defined in Section 3.06(a).




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“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C or Exhibit P-1D to this Agreement or in the form
of an electronic certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation),
representing (i) that such Person executing the certificate is a Certificateholder or the Directing Certificateholder (to
the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate
or a Companion Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that either (a)
such Person is a Person who is not a Borrower Party, in which case such Person shall have access to all the reports and information
made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is
a Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder,
such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements to Certificateholders
prepared by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received
a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not
violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted
to reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating
to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information) and (ii) shall be considered a Privileged Person for all other
purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.
The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with
its policies and procedures and shall restrict access to the Certificate Administrator’s Website to any mezzanine lender
upon notice from any party to this Agreement that such mezzanine lender has become an Accelerated Mezzanine Loan Lender.


“Investor
Q&A Forum”: As defined in Section 4.07(a).


“Investor
Registry”: As defined in Section 4.07(b).


“IRS”:
The Internal Revenue Service.


“Joint Mortgage
Loan”: Any Mortgage Loan comprised of multiple Mortgage Notes that are being sold separately to the Depositor by more
than one Mortgage Loan Seller. The only Joint Mortgage Loan related to the Trust is the MGM Grand & Mandalay Bay Mortgage Loan.


“KBRA”:
Kroll Bond Rating Agency, LLC, and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such




    	 	 -61-	 



    	 



    

other nationally recognized statistical
rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to
the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer and specific
ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


“KeyBank”:
KeyBank National Association, a national banking association, or its successor in interest.


“Late Collections”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination
Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without
regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination
Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property
prior to the related Determination Date, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding
Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.
With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to
the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


“Legal Fee
Reserve Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b),
in the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.04(b) shall be
deposited directly and which must be an Eligible Account.


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller or Additional Repurchase
Obligor pursuant to Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine lender (as applicable) pursuant
to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan is purchased by the
Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates
pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates pursuant to Section
9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.




    	 	 -62-	 



    	 



    

“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (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 (A) the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) with respect to which the Master Servicer acts as Enforcing Servicer and (B) the Special Servicer with respect
to (x) each Non-Specially Serviced Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each
Specially Serviced Loan and (z) each REO Property (except with respect to a Non-Serviced Mortgaged Property) as to
which the Master Servicer or the Special Servicer, as applicable, obtains (i) a full, partial or discounted payoff from
the related Mortgagor, (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to
the related Companion Loan, if applicable, and, in any case, other than amounts for which a Workout Fee has been paid, or will
be payable), or (iii) Loss of Value Payment paid by the responsible party under the related Mortgage Loan Purchase Agreement with
respect to any Mortgage Loan (and any related Companion Loan, if applicable), equal to the product of the Liquidation Fee Rate
and (1) the proceeds of such full, partial or discounted payoff or other partial payment, or (2) the Liquidation
Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation)
related to such liquidated Mortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation
Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate
thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however,
that prior to a Control Termination Event, if the Directing Certificateholder or an Affiliate thereof purchases any Specially
Serviced Loan within ninety (90) days after the Special Servicer delivers to the Directing Certificateholder for its approval
the initial Asset Status Report with respect to such Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation
Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in
clause (iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long
as such repurchase, substitution or Loss of Value Payment occurs prior to the termination of the Extended Cure Period, (c) any
event described in clauses (v), (vi) and (vii) of the definition of “Liquidation Proceeds”, as long as, with
respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs
within ninety (90) days of such holder’s purchase option first becoming exercisable during that period prior to such
Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) (x) a repurchase of
a Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective
or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof)
provided for such repurchase or such repurchase occurs prior to the termination of the extended resolution period provided therein
or (y) a purchase of a Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant
to a clean-up call or similar liquidation of the Other Securitization, (e) if a Mortgage Loan or Serviced Whole Loan
becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition
of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related
Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise




    	 	 -63-	 



    	 



    

repaid in full (but, in the event that
a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer
may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not
prohibited by, the related loan documents), or (f) in connection with a Loss of Value Payment by a Mortgage Loan Seller if
the applicable Mortgage Loan Seller makes such Loss of Value Payment within the 90-day initial cure period or, if applicable, within
the subsequent 90-day extended cure period; provided that the Liquidation Fee with respect to any Mortgage Loan will be reduced
by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
Loan and any related Serviced Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation
within the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee
or Liquidation Fee.


“Liquidation
Fee Rate”: A rate equal to the lesser of (i) 1.00% with respect to any related REO Property and (ii) such lower
rate that would result in a Liquidation Fee of $1,000,000; provided that if such rate would result in an aggregate Liquidation
Fee less than $25,000, then the Liquidation Fee Rate will be equal to such rate as would result in an aggregate Liquidation Fee
equal to $25,000.


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant
to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller or Additional Repurchase
Obligor pursuant to Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; (v) the
purchase of a Specially Serviced Loan or REO Property by the Holders of the majority of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage
Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant
to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the
Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided that,
for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer or the Master Servicer
in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


“LMF”:
LMF Commercial, LLC, a Delaware limited liability company, or its successor in interest.




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“Loan REMIC”:
As defined in the Preliminary Statement.


“Loan REMIC
Regular Interests”: Collectively, the Barclays MGM Grand & Mandalay Bay Trust REMIC Regular Interest, the SGFC MGM
Grand & Mandalay Bay Trust REMIC Regular Interest and the McCarthy Ranch Loan REMIC Regular Interest.


“Loan REMIC
Residual Distribution Account:” The account or accounts created and maintained as a separate account or accounts by the
Certificate Administrator pursuant to Section 3.04(e) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Loan
REMIC Residual Distribution Account” and which must be an Eligible Account. The Loan REMIC Residual Distribution Account
shall be held solely for the benefit of the Holders of the Class R Certificates. The Loan REMIC Residual Distribution Account
shall not be an asset of the Lower-Tier REMIC, the Upper-Tier REMIC or any Loan REMIC, but rather shall be an asset of
the Grantor Trust.


“Loan REMIC
Residual Interest”: As defined in the Preliminary Statement.


“Loan-Specific
Directing Certificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Date, a Loan-Specific Directing
Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Control
Note. With respect to each Servicing Shift Whole Loan, on and after the applicable Servicing Shift Date, there will be no Loan-Specific
Directing Certificateholder under this Agreement. As of the Closing Date, (i) Societe Generale Financial Corporation is the Loan-Specific
Directing Certificateholder with respect to The Atlantic Whole Loan and (ii) BSPRT CMBS Finance, LLC is the Loan-Specific Directing
Certificateholder with respect to the Seaport Homes Whole Loan.


“Loss of
Value Payment”: As defined in Section 2.03(b) of this Agreement.


“Loss of
Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.04(k) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or any Trust REMIC.


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(c).


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of
the Class of Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)), and as set forth in Section 4.01(c).




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“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC,
Class LD, Class LERR, Class LFRR, Class LGRR, Class LHRR, Class LJRR and Class LKRR Uncertificated Interests.


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive of
the assets held by the Loan REMICs and the Excess Interest), the Loan REMIC Regular Interests and the proceeds thereof, any REO
Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan), or the Trust’s
beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts as shall from time to time
be held in the Collection Account (other than with respect to any Companion Loan), the related portion of the REO Account, if any,
the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties
included in the Trust Fund that are not in the Upper-Tier REMIC or the Grantor Trust, except for the Loss of Value Reserve Fund.


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through
Certificates, Series 2021-C9, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


“LTV Ratio”:
With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which
is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage
Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


“MAI”:
Member of the Appraisal Institute.


“Major Decision”:
As defined in Section 6.08(a).


“Major Decision
Reporting Package”: As defined in Section 6.08(a).


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association and its successors in interest or assigns, or any successor
thereto (as Master Servicer) appointed as provided herein.


“Master Servicer
Decision”: As defined in Section 3.18(m).


“Master Servicer
Proposed Course of Action Notice”: As defined in Section 2.03(k)(iv).


“Material
Defect”: With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the
case may be, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the
interests of the




    	 	 -66-	 



    	 



    

Trustee or any Certificateholder therein
or causes such Mortgage Loan to be other than a Qualified Mortgage.


“Maturity
Date”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on
which the last payment of principal is due and payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving effect to (i) any acceleration of the principal
of such Mortgage Loan, Whole Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by
the related Mortgage Note.


“McCarthy
Ranch Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC Declaration consisting
of the McCarthy Ranch Mortgage Loan, collections thereon, any related REO Property acquired in respect thereof and all proceeds
of such REO Property, other property related thereto, and amounts received in respect thereof from time to time.


“McCarthy
Ranch Loan REMIC Regular Interest”: With respect to the McCarthy Ranch Loan REMIC, the uncertificated “regular
interest”, within the meaning of Section 860G(a)(1) of the Code, in the McCarthy Ranch Loan REMIC and as set forth in the
McCarthy Ranch Loan REMIC Declaration. For the avoidance of doubt, the principal balance of the McCarthy Ranch Loan REMIC Regular
Interest shall at all times equal the outstanding Stated Principal Balance of the McCarthy Ranch Mortgage Loan (or, if applicable,
the deemed Stated Principal Balance of any successor REO Loan). The interest rate on the McCarthy Ranch Loan REMIC Regular Interests
shall be the Mortgage Rate of the McCarthy Ranch Mortgage Loan. Payments and other collections of amounts received on or in respect
of the McCarthy Ranch Mortgage Loan (or any related REO Property) shall be deemed distributable on the McCarthy Ranch Loan REMIC
Regular Interest to the extent of the principal, interest at the related Mortgage Rate and Yield Maintenance Charges due thereon.
The McCarthy Ranch Loan REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


“McCarthy
Ranch Loan REMIC Residual Interest”: With respect to the McCarthy Ranch Loan REMIC, the sole class of “residual
interests”, within the meaning of Section 860G(a)(2) of the Code, in the McCarthy Ranch Loan REMIC and as set forth in the
McCarthy Ranch Loan REMIC Declaration, beneficial ownership of which shall be evidenced by the Class R Certificates.


“Mediation
Rules”: As defined in Section 2.03(m)(i).


“Mediation
Services Provider”: As defined in Section 2.03(m)(i).


“Merger Notice”:
As defined in Section 6.03(b).


“MGM Grand
& Mandalay Bay Companion Loans”: With respect to the MGM Grand & Mandalay Bay Mortgage Loan, the Companion Loans
evidenced by the Notes identified in the table under the heading “Whole Loans” in the Preliminary Statement hereto
as being related to the MGM Grand & Mandalay Bay Mortgage Loan and the MGM Grand & Mandalay Bay Loan Combination, which
Notes are made by the related Mortgagor and secured by the Mortgage on the MGM Grand & Mandalay Bay Mortgaged Property, and
which are not included in the Trust




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“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan,
any and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term
of the Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by
the Master Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent
fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).


“Moody’s”:
Moody’s Investors Service, Inc., and 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 reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


“Mortgage
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively
the following documents:


(i)            
the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to
the order of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust
2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


(ii)            
the original or a copy of the Mortgage, together with an original or copy of any intervening Assignments of Mortgage, in
each case with evidence of recording indicated thereon or certified to have been submitted for recording;


(iii)            
an original Assignment of Mortgage in blank or in favor of “Wells Fargo Bank, National Association, as trustee for
the benefit of the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series
2021-C9” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a




    	 	 -68-	 



    	 



    

copy thereof certified to be the
copy of such Assignment of Mortgage submitted, or to be submitted, for recording);


(iv)            
the original or a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document
separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;


(v)            
an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank
or in favor of “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of BBCMS Mortgage
Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9” (or in the case of any Serviced Whole Loan,
in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement
on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information
and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the
recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


(vi)            
the original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already
assigned pursuant to clause (iii) or clause (v) above;


(vii)            
originals or copies of all modification, consolidation, assumption, written assurance and substitution agreements in those
instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed
or consolidated;


(viii)            
the original or a copy of the policy or certificate of lender’s title insurance (which may be in electronic form)
issued in connection with the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable,
binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title
company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of
the title company) to issue such title insurance policy;


(ix)            
any filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments
and continuation statements in the possession of the applicable Mortgage Loan Seller;


(x)            
an original Assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable
Mortgage Loan Seller or an Affiliate thereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller




    	 	 -69-	 



    	 



    

is responsible for the filing of
that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


(xi)            
the original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor
Agreement relating to a Serviced Whole Loan, if applicable;


(xii)            
the original or copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to such
Mortgage Loan or Serviced Whole Loan;


(xiii)            
the original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity
or guaranty relating to such Mortgage Loan or Serviced Whole Loan;


(xiv)            
the original or a copy of any property management agreement relating to such Mortgage Loan or Serviced Whole Loan;


(xv)            
the original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan
or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such
agreements or any notice to the franchisor of the transfer of such Mortgage Loan or Serviced Whole Loan and/or a request for confirmation
that the Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor
of the Trust, in each case as applicable;


(xvi)            
the original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole
Loan;


(xvii)            
the original or a copy of any related mezzanine intercreditor agreement;


(xviii)            
the original or a copy of all related environmental insurance policies;


(xix)            
in the case of each Loan REMIC, a copy of the related REMIC Declaration and the related filed IRS Forms SS-4 (with the responsible
party’s social security number redacted) and 8811; and


(xx)            
a list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File
as of the Closing Date (the “Mortgage Loan Checklist”);


provided, however, that
(a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall
not be deemed to include such documents and instruments required to be included therein unless they are actually received by the
Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any
document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in




    	 	 -70-	 



    	 



    

such Crossed Mortgage Loan Group, then
the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to
the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall
be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect
to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment of Mortgage, any separate
assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed
to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided
to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title for the benefit of the
Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any efforts undertaken
by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument
shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust
as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any
Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage
Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such
Mortgage Loan, with respect to which the original shall be required or the requirements of clause (i) of the definition of
“Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage securing the applicable Mortgage Loan
and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii), (ix) and (x) above as being
in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was
delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) so long as the Custodian is also
the related Non-Serviced Custodian, in connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements
with respect to the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement
will be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage
Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage
Loan or shall otherwise satisfy the requirements of clause (i) of the definition of “Mortgage File”) to the custodian
under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA);
provided that (a) the Custodian shall perform its duties under this Agreement (including, without limitation, Article II),
and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required
to be delivered and included in the Mortgage File and as if such Non-Serviced Custodian’s receipt of the documents contained
in the related “mortgage file” delivered under the related Non-Serviced PSA constituted delivery of those same
documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced Custodian
without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (c) if
for any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall otherwise
no longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender possession
of the related “mortgage file” delivered under the related Non-Serviced PSA (including




    	 	 -71-	 



    	 



    

by reason of the Non-Serviced Companion
Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by clauses (ii)
through (xix) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents were delivered in connection
with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder. Notwithstanding anything
to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect
to the original Mortgage Note, related allonge and assignments held by or from the related Mortgage Loan Seller) by either of the
applicable Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage Loan Sellers.


“Mortgage
Loan”: Each of the mortgage loans which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each
of which, for the purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying
Loan within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan. For the avoidance of
doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.


“Mortgage
Loan Checklist”: As defined in the definition of “Mortgage File”.


“Mortgage
Loan Purchase Agreement”: Each agreement between the Depositor and a Mortgage Loan Seller, relating to the transfer of
all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


“Mortgage
Loan Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibit B, as any such schedule may be amended from time to time in connection with a substitution under
Section 2.03 and in accordance with the relevant Mortgage Loan Purchase Agreement, and which list sets forth the following
information with respect to each Mortgage Loan so transferred:


(i)            
the loan identification number (as specified in Annex A-1 to the Prospectus);


(ii)            
the Mortgagor’s name;


(iii)            
the street address (including city, state, county and zip code) and name of the related Mortgaged Property;


(iv)            
the Mortgage Rate in effect at origination;


(v)            
the Net Mortgage Rate in effect at the Cut-off Date;


(vi)            
the original principal balance;




    	 	 -72-	 



    	 



    

(vii)            
 the Cut-off Date Balance;


(viii)            
the (a) original term to stated maturity or Anticipated Repayment Date, (b) remaining term to stated maturity
or Anticipated Repayment Date and (c) Maturity Date or Anticipated Repayment Date;


(ix)            
the original and remaining amortization terms;


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


(xi)            
the applicable Servicing Fee Rate;


(xii)            
whether the Mortgage Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;


(xiii)            
whether such Mortgage Loan is secured by the related Mortgagor’s interest in a ground lease;


(xiv)            
identifying any Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;


(xv)            
whether the related Mortgage Loan has a guarantor;


(xvi)            
whether the related Mortgage Loan is secured by a letter of credit;


(xvii)            
amount of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


(xviii)            
number of grace days;


(xix)            
whether a cash management agreement or lock-box agreement is in place;


(xx)            
the general property type of the related Mortgaged Property;


(xxi)            
whether the related Mortgage Loan permits defeasance;


(xxii)            
[Reserved]; and


(xxiii)            
the number of units, rooms, beds, pads or square feet with respect to each Mortgaged Property.


Such list may be in
the form of more than one list, collectively setting forth all of the information required.


“Mortgage
Loan Seller”: Each of (i) Barclays Capital Real Estate Inc., a Delaware corporation, or its successors in interest,
(ii) Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest, (iii) Starwood Mortgage
Capital LLC, a Delaware limited




    	 	 -73-	 



    	 



    

liability company, or its successors
in interest, (iv) LMF Commercial, LLC, a Delaware limited liability company, or its successors in interest, (v) KeyBank
National Association, a national banking association, or its successors in interest and (vi) BSPRT CMBS Finance, LLC, a Delaware
limited liability company, or its successors in interest.


“Mortgage
Loan Seller Percentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with
respect thereto, a fraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date principal
balance of the promissory notes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which is
equal to the Cut-off Date principal balance of such Joint Mortgage Loan.


“Mortgage
Note”: The original executed promissory note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion
Loan, as the case may be, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement thereof.


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion
Loan on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on
such Mortgage Loan or related Companion Loan from time to time in accordance with the related Mortgage Note and applicable law;
or (ii) any Mortgage Loan or related Companion Loan after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD
Loan shall not be construed to include the related Excess Rate.


“Mortgaged
Property”: The real property subject to the lien of a Mortgage.


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually
and collectively, as the context may require.


“Net Investment
Earnings”: With respect to the Collection Account, the Servicing Accounts or the REO Account or the Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which
the aggregate of all interest and other income realized during such period on funds relating to the Trust held in such account,
exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance
with Section 3.06.


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or the Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust held in such
account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during such period
on such funds.




    	 	 -74-	 



    	 



    

“Net Mortgage
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (excluding the
portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment
Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment
of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a Non-Serviced Master
Servicer or a Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related
Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day
year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates and the Weighted
Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due
Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day
year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect of
such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with
respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates
that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any
year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined
exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution Date
is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding January and
February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined
as if the predecessor Mortgage Loan had remained outstanding. With respect to any Mortgage Loan held by a Loan REMIC, the computations
set forth above shall be made with respect to the related Loan REMIC Regular Interest instead of the related Mortgage Loan.


“Net Operating
Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will
be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed
and put forth by the CREFC®.


“New Lease”:
Any lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.


“Non-Book
Entry Certificates”: As defined in Section 5.02(c).


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with
the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late




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Collections, Default Interest, Insurance
and Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO
Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has
determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that
have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, the
Master Servicer or the Special Servicer, in accordance with the Servicing Standard, or the Trustee, in its good faith business
judgment, as the case may be, determines will not be ultimately recoverable, together with any accrued and unpaid interest thereon
at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided,
however, that the Special Servicer may, at its option (with respect to any Specially Serviced Loan), make a determination
in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable
P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer,
and with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of
such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer
and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer
or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make
its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer, Non-Serviced Trustee
or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced Companion
Loan determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made, would
be nonrecoverable, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed
P&I Advance with respect to the related Non-Serviced Mortgage Loan; provided, however, that the Master Servicer
and the Trustee may rely on the non-recoverability determination of the Non-Serviced Master Servicer or Non-Serviced Trustee under
the related Non-Serviced Pooling Agreement. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master
Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non-Serviced
Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced
Master Servicer, Non-Serviced Special Servicer and related Non-Serviced Trustee as it relates to any proposed P&I
Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise).
In making such recoverability determination, the Master




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Servicer, the Special Servicer or the
Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under
the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related
Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future
adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the
Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard
to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred
or delayed by the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering
whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which,
at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient
principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery
not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall
be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and
to the Trustee, the Certificate Administrator, the Directing Certificateholder (but, in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the
case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The
Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such




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determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any
other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and
shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a P&I Advance is or
would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, the Trustee, in its good faith business judgment
or the Master Servicer or the Special Servicer, as applicable, in accordance with the Servicing Standard, determines will not be
ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections
or any other recovery on or in respect of such Mortgage Loan, Serviced Whole Loan or REO Property. In making such recoverability
determination, such Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor
under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related
Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future
adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence
of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by
the Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that
related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery
for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing
Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust




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any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination. Absent bad faith, the Master Servicer’s,
the Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute
a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but, in the case of the Directing Certificateholder, only prior to the occurrence and continuance
of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of
a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor,
or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
(and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer
may, at its option, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made
or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced
Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information
Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon,
the Master Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation
to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination
by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain
with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and
not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the
Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming
the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer
or the Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect to the related
Mortgage Loan, Serviced Companion Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required
to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties
as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations.
The Trustee shall be entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the
Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein
to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively
rely on such request as evidence that such advance is not a Nonrecoverable




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Servicing Advance; provided,
however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar
month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing
Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into
account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to the recoverability
of any Servicing Advance or property protection advance previously made or proposed to be made in respect of a Non-Serviced
Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class D, Class E-RR, Class F-RR, Class G-RR,
Class H-RR, Class J-RR, Class K-RR, Class R and Class S Certificates.


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.


“Non-Serviced
Companion Loan”: Each Companion Loan that is part of a Non-Serviced Whole Loan.


“Non-Serviced
Custodian”: The “Custodian” under a Non-Serviced PSA.


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced PSA.


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced
Mortgage Loan pursuant to the related Non-Serviced PSA.


“Non-Serviced
Intercreditor Agreement”: Each Intercreditor Agreement relating to a Non-Serviced Whole Loan.


“Non-Serviced
Master Servicer”: The “Master Servicer” or “Servicer” under a Non-Serviced PSA.


“Non-Serviced
Mortgage Loan”: Each Mortgage Loan that is part of a Non-Serviced Whole Loan. The table under the heading “Whole
Loans” in the Preliminary Statement hereto identify the Non-Serviced Mortgage Loans included in the Trust as of the Closing
Date. Each Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan on and after the applicable Servicing Shift Date
for the related Servicing Shift Whole Loan.


“Non-Serviced
Mortgaged Property”: Any Mortgaged Property securing a Non-Serviced Whole Loan.


“Non-Serviced
Operating Advisor”: The “Operating Advisor” (if any) under a Non-Serviced PSA.


“Non-Serviced
Paying Agent”: The “Paying Agent” under a Non-Serviced PSA.




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“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth on
the Mortgage Loan Schedule under the heading “Servicing Fee Rate”.


“Non-Serviced
PSA”: A pooling and servicing agreement or trust and servicing agreement governing the servicing and administration of
a Non-Serviced Whole Loan. The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the
Non-Serviced PSAs relating to the Trust as of the Closing Date.


“Non-Serviced
Special Servicer”: The applicable “Special Servicer” of a Non-Serviced Whole Loan under a Non-Serviced
PSA.


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced PSA.


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced PSA.


“Non-Serviced
Whole Loan”: A Whole Loan that is serviced and administered under a pooling and servicing agreement or trust and servicing
agreement other than this Agreement. The table under the heading “Whole Loans” in the Preliminary Statement hereto
identify the Non-Serviced Whole Loans relating to the Trust as of the Closing Date. Each Servicing Shift Whole Loan will be a Non-Serviced
Whole Loan on and after its related Servicing Shift Date.


“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced
PSA.


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not
a Specially Serviced Loan.


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.03(f).


“Non-U.S.
Tax Person”: Any person other than a U.S. Tax Person.


“Notional
Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount, and in the case of the Class
X-B Certificates, the Class X-B Notional Amount.


“NRSRO”:
Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including
the Rating Agencies.


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this
Agreement or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall




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be deemed to recertify to the foregoing
each time it accesses the Certificate Administrator’s Website.


“OCC”:
Office of the Comptroller of the Currency or any successor thereto.


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional
Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.


“Offshore
Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


“Operating
Advisor”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors in interest and assigns,
or any successor operating advisor appointed as herein provided.


“Operating
Advisor Annual Report”: As defined in Section 3.26(c).


“Operating
Advisor Consultation Event”: Any time when the Certificate Balances of the HRR Certificates in the aggregate (taking
into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes)
is 25% or less of the Original Certificate Balances of such classes in the aggregate.


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor pays)
with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans or the Servicing Shift Mortgage Loans and each
related Companion Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that no such
fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided, further,
that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision;
provided, further, however, that to the extent such fee is incurred after the outstanding Certificate Balances
of the Control Eligible Certificates have been reduced to zero as a result of the allocation of Realized Losses to such Certificates,
such fee shall be payable in full to the Operating Advisor as an expense of the Trust; provided, further, that the
Master Servicer or the Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee
payable by the related Mortgagor 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).


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


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Loan (but excluding each Non-Serviced Mortgage Loan, each
Servicing Shift Mortgage Loan and each Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).




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“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate equal to 0.00188%.


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the
holders of the related Companion Loan(s) (as a collective whole as if such Certificateholders and Companion Holders constituted
a single lender), and not in the best interest of nor 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 of the underlying Mortgagors,
property managers, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer, the Directing Certificateholder, any Certificateholder or any of their 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 Certificates evidencing greater than 25% of the aggregate Voting Rights, provided that any such failure which
is not curable within such thirty (30) day period, the Operating Advisor will 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 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 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




    	 	 -83-	 



    	 



    

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 salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any
Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor
trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05, must
be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


“Original
Certificate Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


“Original
Lower-Tier Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, the initial principal
amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


“Original
Notional Amount”: With respect to the Class X-A Notional Amount and the Class X-B Notional Amount, the applicable
initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


“Other Asset
Representations Reviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.


“Other Certificate
Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.


“Other Depositor”:
Any depositor under an Other Pooling and Servicing Agreement.


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the Other Servicer, Other




    	 	 -84-	 



    	 



    

Trustee, Other Certificate Administrator
or Other 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, Form ABS-EE 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, 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”: Any trust and servicing agreement or pooling and servicing agreement that creates a trust whose
assets include any Serviced Companion Loan.


“Other Securitization”:
As defined in Section 11.06.


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


“Other Trustee”:
Any trustee under an Other Pooling and Servicing Agreement.


“Ownership
Interest”: As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any
other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.


“P&I
Advance”: As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master Servicer
or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


“P&I
Advance Date”: The Business Day immediately preceding each Distribution Date.


“P&I
Advance Determination Date”: With respect to any Distribution Date, the close of business on the related Determination
Date.


“Pari Passu
Companion Loan”: A Companion Loan that is pari passu in right of payment with the Mortgage Loan included in the
related Whole Loan.


“Pari Passu
Companion Loan Holder”: Any holder of record of any Pari Passu Companion Loan.


“Pari Passu
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and one or more Pari Passu Companion Loans but does not include
an AB Subordinate Companion Loan. The Pari Passu Whole Loans related to the Trust as of the Closing Date are the Whole Loans described
in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan
Type” of “Pari Passu”.


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-4 Pass-Through
Rate, the Class A-5 Pass-Through Rate, the Class




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A-SB Pass-Through Rate, the
Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through
Rate, the Class E-RR Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the
Class H-RR Pass-Through Rate, the Class J-RR Pass-Through Rate, the Class K-RR Pass-Through Rate, the Class X-A Pass-Through
Rate and the Class X-B Pass-Through Rate, as the case may be.


None of the Class
R or Class S Certificates have Pass-Through Rates.


“PCAOB”:
The Public Company Accounting Oversight Board.


“Penalty
Charges”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan
(or any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor
REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid
on such Serviced Companion Loan (or any successor REO Loan), as applicable, in accordance with the related Intercreditor Agreement)
that represent late payment charges or Default Interest, other than a Prepayment Premium or a Yield Maintenance Charge or any Excess
Interest.


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


“Performance
Certification”: As defined in Section 11.06.


“Performing
Party”: As defined in Section 11.12.


“Periodic
Payment”: With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is payable
(as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy or similar
proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to
pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard
to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without regard to
any Excess Interest.


“Permitted
Investments”: Any one or more of the following obligations or securities (including obligations or securities of the
Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise
qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in this
definition and which shall not be subject to liquidation prior to maturity:




    	 	 -86-	 



    	 



    

(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, the United States of America, Fannie Mae, Freddie Mac or
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
(or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then rated by such Rating Agency,
such class of securities) 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 rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated
at least “AA-”, “A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or less;


(ii)            
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities with respect to which (A) with respect to S&P, (I) in the case of such investments
with maturities of six (6) months or less, the short-term debt obligations of which are rated in the highest short-term
rating category by S&P and (II) in the case of such investments with maturities of more than six (6) months, the long-term
obligations of which are rated at least “AAA” by S&P (or, in the case of any such Rating Agency as set forth in
clauses (I) through (II) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and
(B) with respect to Fitch and KBRA, the commercial paper or other short-term debt obligations of such depository institution
or trust company are rated in the highest rating categories of each of Fitch and KBRA (in the case of KBRA, if rated by KBRA);
or, in each case, such other rating as would not result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced
Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;


(iii)            
repurchase agreements or obligations with respect to any security described in clause (i) above where such security
has a remaining maturity of one




    	 	 -87-	 



    	 



    

year or less and where such repurchase
obligation has been entered into with a depository institution or trust company (acting as principal) described in clause (ii)
above;


(iv)            
debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term
obligations of which corporation are rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by
KBRA) and (2) the short-term obligations of which corporation are rated at least “A-1” by S&P and the long-term
obligations of which corporation are rated at least “AA-” by S&P, (B) if such debt obligations have a term of
more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term
rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “AA-”
by S&P and (C) if such debt obligations have a term of more than six months, the short-term obligations of which corporation
are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are
rated “AAA” by S&P (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above,
such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that
securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause
the then-outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder
to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in
such accounts;


(v)            
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) (a) (I) in the case of such investments with
maturities of thirty (30) days or less, the short term obligations of which corporation are rated at least “A-1” by
S&P and “F1” by Fitch, (II) in the case of such investments with maturities of three (3) months or less, but more
than thirty (30) days, the short-term obligations of which are rated at least “A-1+” by S&P (or “A-1”
by S&P if the obligations mature within sixty (60) days) and “F1+” by Fitch, or the long-term obligations of which
are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and “AA-” by
S&P (with a short-term rating of “A-1” by S&P), (III) in the case of such investments with maturities of six
(6) months or less, but more than three (3) months, the (A) the short-term obligations of which are rated at least “A-1+”
by S&P or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term
rating of “A-1” by S&P), and (B) the short-term obligations of which are rated at least “F1+” by Fitch,
or the long-term obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch), and (IV) in the case of such investments with maturities of more than six (6) months, (A) the short-term obligations
of which are




    	 	 -88-	 



    	 



    

rated at least “A-1+”
by S&P or the long-term obligations of which are rated at least “AA-” by S&P (with a short-term rating of “A-1”
by S&P), and (B) 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 (with a short-term rating of “F1” by Fitch), and (b) such commercial
paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or such lower rating as is the subject of a
Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


(vi)            
money market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the
Wells Fargo Money Market Funds or the Wells Fargo Advantage Government Money Market Fund), which seek to maintain a constant net
asset value per share, so long as any such fund is rated “AAAm” by S&P and in the highest short term unsecured
debt ratings category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2)
NRSROs (which must include S&P and may include any of the other Rating Agencies) or otherwise acceptable to such Rating Agency,
in any such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities;


(vii)            
any other demand, money market or time deposit, obligation, security or investment, 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) – (vi) above with respect
to which a Rating Agency 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 demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


(viii)            
any other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) –
(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


provided, however, that
with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an
unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such
as the “(sf)” subscript, and unsolicited ratings; provided, further, however, that each Permitted
Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it
shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (b) any such investment
that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus
a fixed spread, if any, and move proportionately with such index, (c) any such investment must not be subject to liquidation
prior to maturity, and (d) any such




    	 	 -89-	 



    	 



    

investment must not be purchased at
a premium over par; and provided, further, however, that no such instrument shall be a Permitted Investment
(a) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and
the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120%
of the yield to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at a price below
the purchase price; and provided, further, however, that no amount beneficially owned by any Trust REMIC
(even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests
for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect
that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments may not be interest-only
securities. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the Business Day
preceding the day before the date such amounts are required to be applied hereunder.


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance
(or title agency) and/or other fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer
or any of its respective Affiliates in connection with any services performed by such party with respect to any Mortgage Loan and
Serviced Companion Loan (including any related REO Property) in accordance with this Agreement.


“Permitted
Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other 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 Certificate to such
Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a
Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership
agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S.
Tax Person or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax
Person.


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


“Plan”:
As defined in Section 5.03(n).


“Pre-close
Information”: As defined in Section 3.13(c).


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(i).


“Preliminary
Prospectus”: The Preliminary Prospectus, dated February 11, 2021, relating to the Registered Certificates.


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization




    	 	 -90-	 



    	 



    

premium, if any, on the Certificates
for federal income tax purposes; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date
prepays on such date. For the avoidance of doubt, the Prepayment Assumption will also apply to the Mortgage Loans held by the Loan
REMICs and the Loan REMIC Regular Interests.


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date
but on or before the following Determination Date, the amount of interest (net of the related Servicing Fees and any Excess Interest),
to the extent collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to (x) in the case of any such Mortgage Loan other than
a Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate
Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing
Fees and any Excess Interest) on the amount of such Principal Prepayment from such Due Date to, but not including, the date of
such prepayment (or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment
Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection
Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination
Date (or, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable,
with a Due Date occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the
amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per
annum equal to (x) in the case of any such Mortgage Loan other than a Serviced Mortgage Loan, the sum of (i) the
related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator Fee Rate, the Operating Advisor Fee
Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate
and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees and any Excess Interest) on the amount
of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced AB Whole
Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion
Loan and then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan. A Prepayment Interest Shortfall
in respect of any Mortgage Loan held by a Loan REMIC shall be a Prepayment Interest Shortfall in respect of the related Loan REMIC
Regular Interest.




    	 	 -91-	 



    	 



    

“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection
of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by
a mezzanine lender on behalf of the subject Mortgagor if and as set forth in the related Intercreditor Agreement).


“Primary
Collateral”: With respect to any Crossed Underlying Loan, that portion of the related Mortgaged Property designated as
directly securing such Crossed Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed
upon by exercise of the cross-collateralization provisions of such Crossed Underlying Loan.


“Primary
Servicing Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer,
which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall Street
Journal (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.


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class
A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR Certificates.


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to
the sum of the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date, (b) the
Unscheduled Principal Distribution Amount for such Distribution Date and (c) the Principal Shortfall for such Distribution Date;
provided that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the
amount of any reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to any Non-Serviced
Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on
such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans
in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for
such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on
the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution
Amount for such Distribution Date (provided further that, in the case of clauses (A) and (B) above, if any of the amounts
that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related
Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to
the period in which such recovery occurs).




    	 	 -92-	 



    	 



    

“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled
Due Date as a result of such prepayment.


“Principal
Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount,
if any, by which (a) the related Principal Distribution Amount for the preceding Distribution Date exceeds (b) the
aggregate amount actually distributed on the preceding Distribution Date to the holder of the Principal Balance Certificates in
respect of such Principal Distribution Amount. The Principal Shortfall for the initial Distribution Date will be zero.


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in clause (i)
of the definition of “Privileged Information”.


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to
any Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information (including any such information
contained within any Asset Status Report) that the Special Servicer has reasonably determined could compromise the Trust’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information
subject to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability
for any such reliance hereunder.


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available 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, 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, rule, regulation, order, judgment
or decree to disclose such information.


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Non-Serviced Special Servicer, any Other Servicer, any Person
(including the Directing Certificateholder) who provides the Certificate Administrator with an Investor Certification, and any
NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification
and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website;




    	 	 -93-	 



    	 



    

provided, however, that
in no event may a Borrower Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if
such party is the Directing Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if
such party is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution
Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate
Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor,
as the case may be.


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special
Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly
provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any
of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that
holds a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above; provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer
or the Certificate Administrator to restrict access by the Special Servicer or any Excluded Special Servicer to any information
related to any Excluded Special Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held
liable if the Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan;
provided, further, however, that any Excluded Controlling Class Holder shall be permitted to reasonably request
and to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information
is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account
of it constituting Excluded Information).


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


“Proposed
Course of Action”: As defined in Section 2.03(l)(i).


“Proposed
Course of Action Notice”: As defined in Section 2.03(l)(i).


“Prospectus”:
The Prospectus, dated February 18, 2021, relating to the Registered Certificates.


“PSA Party
Repurchase Request”: As defined in Section 2.03(k)(ii).




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“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 5 or Section 19, as applicable,
of the related Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller or Additional Repurchase Obligor, (B) Section
3.16, or (C) Section 9.01, a price, without duplication, equal to:


(i)            
the outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, solely to
the extent required pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


(ii)            
all accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent
required pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time
to time (excluding any portion of such interest that represents Default Interest or Excess Interest), to, but not including, the
Due Date therefor immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


(iii)            
all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement
Rate, Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees)
in respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final
paragraph hereof, the related Companion Loan)), if any; plus


(iv)            
if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller or
Additional Repurchase Obligor, pursuant to Section 5 or Section 19, as applicable, of the applicable Mortgage Loan Purchase
Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special
Servicer, the Depositor, the Certificate Administrator or the Trustee in respect of the omission, breach or defect giving rise
to the repurchase or substitution obligation including any expenses arising out of the enforcement of the repurchase or substitution
obligation, including, without limitation, legal fees and expenses and any additional Trust Fund expenses relating to such Mortgage
Loan (or related REO Loan); provided, however, that such out-of-pocket expenses shall not include expenses
incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset
Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute
resolution mechanics pursuant to Section 2.03(l);


(v)            
Liquidation Fees, if any, payable with respect to such Mortgage Loan or related REO Loan (including for such purpose, to
the extent required pursuant to the final paragraph hereof, the related Companion Loan) (which will not include any Liquidation
Fees if such repurchase occurs or Loss of Value




    	 	 -95-	 



    	 



    

Payment is received during the Initial
Cure Period or, if applicable, prior to the expiration of the Extended Cure Period); plus


(vi)            
solely in the case of a repurchase or substitution by the related Mortgage Loan Seller (or the related Additional Repurchase
Obligor), any Asset Representations Reviewer Asset Review Fee for such Mortgage Loan, to the extent not previously paid by the
related Mortgage Loan Seller (or the related Additional Repurchase Obligor).


Solely with respect
to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan and the related Companion Loan(s), as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the
related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section
3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated
between the related Mortgage Loan and Companion Loan(s), as applicable, in accordance with, and shall be equal to the amount provided
pursuant to, the provisions of the related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price
that would be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note will be its respective Mortgage
Loan Seller Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the
foregoing, with respect to any repurchase pursuant to sub-clause (A) and sub-clause (C) hereof, the “Purchase
Price” shall not include any amounts payable in respect of any related Companion Loan.


“Qualified
Institutional Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating
of at least: (a) “A-” by S&P (or, if not rated by S&P, at least an equivalent rating by one NRSRO (which
may include Fitch or KBRA) and (b) “A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent
rating as “A-” by one other NRSRO (which may include S&P or KBRA)), and (ii) with respect to the fidelity
bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise
permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed
or backed by a company having such claims paying ability) rated by at least one (1) of the following rating agencies of at least
(a) “A3” by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X”
by A.M. Best Company, Inc. or (e) “A(low)” by DBRS Morningstar, or, in the case of clauses (i) or (ii), any other
insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation and a confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).




    	 	 -96-	 



    	 



    

“Qualified
Mortgage”: A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without
regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as
a “qualified mortgage”.


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder
or with the approval of the requisite vote of Certificateholders following the Operating Advisor’s recommendation to replace
the Special Servicer pursuant to Section 7.01(d), is not the originally replaced Special Servicer or its affiliate), (iii) 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, and (y) for 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) 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) is not entitled to receive any fee from the Operating
Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) is listed on S&P’s
Select Servicer List as a “U.S. Commercial Mortgage Special Servicer”, and (viii) is currently acting as a special
servicer in a transaction rated by KBRA and has not been publicly cited by KBRA as having servicing concerns 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 in a transaction serviced by the applicable servicer prior to the time of determination.


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest
on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day
months); (v) have a remaining term to stated maturity not greater than, and not more than five (5) years less than, the
remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current LTV Ratio equal to or less than
the lesser of the LTV Ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value”
for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to
the interests of the Certificateholders) as of the date of substitution in all material respects with all of the representations
and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates
no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part
of the related




    	 	 -97-	 



    	 



    

Mortgage File; (ix) have a then-current
debt service coverage ratio at least equal to the greater of the original debt service coverage ratio of the removed Mortgage
Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning
of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s
expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date five (5) years
prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage
Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received
Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid
by the applicable Mortgage Loan Seller); (xiv) have been approved by the Directing Certificateholder (so long as a Control
Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan); (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it
would result in an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be
imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller;
(xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect
to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the
payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted
for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated
Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above and the remaining
term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided,
further, that no individual Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate,
the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based
on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates having
a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan,
the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of
the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence
and continuance of a Consultation Termination Event, the Directing Certificateholder.


“Quorum”:
The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized
Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates)
of all Principal Balance Certificates on an aggregate basis.


“RAC No-Response
Scenario”: As defined in Section 3.25(a).


“RAC Requesting
Party”: As defined in Section 3.25(a).




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“Rated Final
Distribution Date”: As to each Class of Certificates (other than the Class K-RR, Class S and Class R Certificates), the
Distribution Date in February 2054.


“Rating Agency”:
Each of Fitch, S&P and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains in
existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, and specific ratings of Fitch, S&P and KBRA herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter
for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from each Rating Agency with respect to such matter.


“Rating Agency
Inquiry”: As defined in Section 4.07(c).


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


“Realized
Loss”: With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate
Balance of the Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Loans in the Trust (for purposes of this calculation, the aggregate
Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used
to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed
Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances), including any REO
Loans (but in each case, excluding any Companion Loan), as of the end of the last day of the related Collection Period. A Realized
Loss in respect of any Mortgage Loan held by a Loan REMIC shall be a Realized Loss in respect of the related Loan REMIC Regular
Interest.


“Record Date”:
With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which that Distribution
Date occurs.


“Registered
Certificates”: The Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C, Class X-A and Class X-B Certificates.


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR
Certificates.




    	 	 -99-	 



    	 



    

“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.


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


“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 Mortgage Loans or Companion Loans, 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
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


“Regulation
D”: Regulation D under the Act.


“Regulation
S”: Regulation S under the Act.


“Regulation
S Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States
Securities Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Non-Registered
Certificates deposited with the Certificate Administrator as custodian for the Depository.


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.03(d) and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate,
compounded annually.


“Related
Certificates” and “Related Lower-Tier Regular Interests”: For each of the following Classes of
Certificates, as applicable, the related Class of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier
Regular Interests, the related Class of Certificates, as applicable, set forth below:


	
        Related
        Certificates
	
        Related
        Lower-Tier Regular Interests

	Class A-1 Certificates	Class LA1 Uncertificated Interest
	Class A-2 Certificates	Class LA2 Uncertificated Interest
	Class A-4 Certificates	Class LA4 Uncertificated Interest
	Class A-5 Certificates	Class LA5 Uncertificated Interest
	Class A-SB Certificates	Class LASB Uncertificated Interest
	Class A-S Certificates	Class LAS Uncertificated Interest
	Class B Certificates	Class LB Uncertificated Interest
	Class C Certificates	Class LC Uncertificated Interest
	Class D Certificates	Class LD Uncertificated Interest
	Class E-RR Certificates	Class LERR Uncertificated Interest
	Class F-RR Certificates	Class LFRR Uncertificated Interest




    	 	 -100-	 



    	 



    

 


	
        Related
        Certificates
	
        Related
        Lower-Tier Regular Interests

	Class G-RR Certificates	Class LGRR Uncertificated Interest
	Class H-RR Certificates	Class LHRR Uncertificated Interest
	Class J-RR Certificates	Class LJRR Uncertificated Interest
	Class K-RR Certificates	Class LKRR Uncertificated Interest


“Relevant
Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and
(b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and
Servicing Agreement.


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached
hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect
to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


“REMIC Administrator”:
The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations
(or proposed regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary
or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


“Remittance
Date”: The Business Day immediately preceding each Distribution Date.


“Rents from
Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the
Code.


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of
the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of
the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, REO
Account”. Any such account or accounts shall be an Eligible Account.




    	 	 -101-	 



    	 



    

“REO Acquisition”:
The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


“REO Disposition”:
The sale or other disposition of the REO Property pursuant to Section 3.16.


“REO Extension”:
As defined in Section 3.14(a).


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long
as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the
same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with
respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard
to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an
REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or
Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO
Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid
from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as
a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding until
recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related
REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available for amounts
due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances,
indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with
respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion
Loan, as set forth in the related Intercreditor Agreement.




    	 	 -102-	 



    	 



    

“REO Property”:
A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the
benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect
to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Lower-Tier
Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged Property
acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced
Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure,
acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling
or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to an “REO Property”,
shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO
Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor
Trust.


“REO Revenues”:
All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


“Reportable
Event”: As defined in Section 11.07.


“Reporting
Requirements”: As defined in Section 11.12.


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.


“Repurchase
Request”: A Certificateholder Repurchase Request or a PSA Party Repurchase Request.


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


“Repurchased
Note”: As defined in Section 3.34(a).


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.34(a).


“Request
for Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
in the form of Exhibit E attached hereto.


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


“Requesting
Holders”: As defined in Section 4.05(b).


“Residual
Ownership Interest”: Any record or beneficial interest in the Class R Certificates.


“Resolution
Failure”: As defined in Section 2.03(k)(iii).




    	 	 -103-	 



    	 



    

“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage
Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been
substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable
Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between
the Enforcing Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s
obligations under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of
the Trust as a result of a sale or other disposition in accordance with this Agreement.


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with
direct responsibility for the administration of this Agreement and, 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 (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


“Restricted
Party”: As defined in the definition of Privileged Information Exception.


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


“Retained
Certificate Safekeeping Account”: One or more accounts maintained by the Certificate Administrator for purposes of holding
the Risk Retention Certificates, which account(s) shall be deemed to be owned by the Holder(s) of the Risk Retention Certificates.


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.18(i).


“Retained
Fee Rate”: A rate equal to 0.00125% per annum with respect to each Mortgage Loan.


“Retaining
Party”: Any Holder of a Risk Retention Certificate, and any successor Holder of all or part of such Risk Retention Certificates.
The initial Retaining Party shall be KKR CMBS II Aggregator Type 2 L.P.


“Retaining
Sponsor”: Barclays.


“Review Materials”:
As defined in Section 12.01(b)(i).


“Review Package”:
A Rating Agency Confirmation request and any supporting documentation delivered therewith.




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“Revised
Rate”: With respect to any ARD Loan, the increased interest rate after the related Anticipated Repayment Date (in the
absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated with”,
as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rules.


“Risk Retention
Certificates”: The HRR Certificates.


“Risk Retention
Requirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11),
as added by Section 941 of the Dodd-Frank Act.


“Risk Retention
Rules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such joint final
rule has been codified, inter alia, at 12 C.F.R. § 244), as such rule may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors
of 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 Fed. Reg. 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, as of the applicable compliance date specified therein. Any reference to a Section of the Risk Retention Rules shall
mean the subsection of the Risk Retention Rules identified with the same corresponding number as the referenced “Section”.
For example, “Section 7 of the Risk Retention Rules” means 12 C.F.R. § 244.7.


“Rule 144A”:
Rule 144A under the Act.


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


“Rules”:
As defined in Section 2.03(n)(iv).


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. 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 reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer
and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


“Sarbanes-Oxley
Act”: 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).


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).




    	 	 -105-	 



    	 



    

“Schedule
AL Additional File”: A data file containing additional information or schedules regarding data points in the related
CREFC® Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation
S-K under the Securities Act.


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid
by the Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period
ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent
received by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the
Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all
Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with
respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related
Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day
preceding the related P&I Advance Date), and to the extent not included in clause (a) above. The Scheduled Principal
Distribution Amount from time to time shall include all late payments of principal made by a Mortgagor with respect to the Mortgage
Loans, including late payments in respect of a delinquent Balloon Payment, received by the times described above in this definition,
except to the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case may
be, for prior Advances, as described above.


“Secure Data
Room”: The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s
Website (initially “www.ctslink.com”), on the page relating to this transaction.


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


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in
the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal
property constituting security for repayment of such Mortgage Loan.


“Senior Certificate”:
Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


“Service(s)”
or “Servicing”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage
Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition
of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth
in Item 1108




    	 	 -106-	 



    	 



    

of Regulation AB.  For clarification
purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the CMBS market.


“Serviced
AB Mortgage Loan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, there is no
Serviced AB Mortgage Loan related to the Trust as of the Closing Date.


“Serviced
AB Whole Loan”: Any AB Whole Loan that is serviced under this Agreement. For the avoidance of doubt, there is no Serviced
AB Whole Loan related to the Trust as of the Closing Date.


“Serviced
AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there is no Serviced AB Whole Loan
Controlling Holder related to the Trust as of the Closing Date.


“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Whole Loan.


“Serviced
Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund,
any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


“Serviced
Companion Noteholder”: Any holder of record of any Serviced Companion Loan.


“Serviced
Companion Noteholder Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.


“Serviced
Mortgage Loan”: A Mortgage Loan that is part of a Serviced Whole Loan.


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan.


“Serviced
Pari Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


“Serviced
Pari Passu Mortgage Loan”: Each Mortgage Loan that is part of a Serviced Pari Passu Whole Loan.


“Serviced
Pari Passu Whole Loan”: A Pari Passu Whole Loan that is a Serviced Whole Loan. The table under the heading “Whole
Loans” in the Preliminary Statement hereto identify the Serviced Pari Passu Whole Loans related to the Trust as of the Closing
Date.


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.




    	 	 -107-	 



    	 



    

“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each
such Companion Loan is included in a Regulation AB Companion Loan Securitization.


“Serviced
Subordinate Companion Loan”: Any AB Subordinate Companion Loan that is part of a Serviced AB Whole Loan. For the avoidance
of doubt, there are no Serviced Subordinate Companion Loans related to the Trust.


“Serviced
Whole Loan”: A Whole Loan that is serviced and administered pursuant to this Agreement. As of the Closing Date, each
Whole Loan identified as a “Serviced” or “Servicing Shift” under the heading “Type” in the
Preliminary Statement hereto is a Serviced Whole Loan. After the related Servicing Shift Date, a Servicing Shift Whole Loan will
cease to be a Serviced Whole Loan.


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable
remittance date (or equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance
date (or equivalent concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) one (1) Business
Day after the Determination Date or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar
day of that month is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day),
provided, however, that such Serviced Whole Loan Remittance Date under this clause (ii) shall not be earlier
than two (2) Business Days following the date the Master Servicer receives the related Periodic Payment with respect to
such Serviced Whole Loan.


“Servicer
Termination Event”: As defined in Section 7.01(a).


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan,
in respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable
or (b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other
than an REO Property related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section
3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage,




    	 	 -108-	 



    	 



    

(iii) obtaining any Insurance and
Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of
“Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including
foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any
amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary,
“Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, 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 a Mortgage Loan or REO Property.
None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise
of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this
Agreement.


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from
time to time and which as of the Closing Date are listed on Exhibit AA hereto.


“Servicing
Fee”: With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and
any REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


“Servicing
Fee Rate”: With respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, in each case
computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to each Serviced Companion Loan, a per annum rate equal to 0.00125%,
in each case computed on the basis of the Stated Principal Balance of the related Companion Loan or REO Loan in the same manner
in which interest is calculated in respect of such loans. With respect to each Non-Serviced Mortgage Loan, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.00125%.


“Servicing
File”: A photocopy or an electronic copy of all items required to be included in the Mortgage File, together with each
of the following, (a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage
Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing
File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a
copy of any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with
respect to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or
warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related
Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding
attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications
or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy




    	 	 -109-	 



    	 



    

of the Appraisal for the related Mortgaged
Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required to be
delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged
Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received
by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property and (b) copies of all modifications, extensions
and amendments related to the above, any Appraisals and any other document necessary to service the Mortgage Loans (other than
any Non-Serviced Mortgage Loan) and any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


“Servicing
Shift Control Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan.


“Servicing
Shift Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Control Note
is included in a Non-Serviced Trust, provided that the holder of such Servicing Shift Control Note provides each of the parties
to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA) with notice
in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Control Note is to be included in
such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. Each of the respective dates on which each of
the Servicing Shift Control Notes is included in a securitization




    	 	 -110-	 



    	 



    

trust is a Servicing Shift Date related
to the Trust (subject to the proviso in the immediately preceding sentence).


“Servicing
Shift Mortgage Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan.


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Mortgage Loan
included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected
to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift
Control Note on the related Servicing Shift Date. The table in the Preliminary Statement hereto identifies the Servicing Shift
Whole Loans related to the Trust.


“Servicing
Standard”: As defined in Section 3.01(a).


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced
Companion Loan, the occurrence of any of the following events:


(i)            
the related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master
Servicer, on or before the due date of such Balloon Payment, documentation (and the Master Servicer shall be required to promptly
forward such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days
after the date on which such Balloon Payment will become due (provided that if either (x) such refinancing or sale does not
occur before the expiration of the time period for refinancing or sale specified in such documentation or (y) the Master Servicer
is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect
of the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a refinancing or sale, a Servicing Transfer
Event will occur immediately); or


(ii)            
the related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment
(other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied
for sixty (60) days; or


(iii)            
the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written
determination of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard
and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control
Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a




    	 	 -111-	 



    	 



    

Consultation Termination Event has
occurred and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the
foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which
the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives
from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make
in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event
has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an Excluded
Loan), unless a Consultation Termination Event has occurred and is continuing), that a default in making a Balloon Payment is likely
to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the
date on which such Balloon Payment will become due (or, if the Mortgagor has delivered, on or prior to the date of the Balloon
Payment, documentation reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer (and the Master
Servicer or the Special Servicer, as applicable, shall promptly forward such documentation to the Directing Certificateholder)
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days
following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing
Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special
Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if
a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other
than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), that (A) the
Mortgagor is likely not to make one or more Assumed Scheduled Payment prior to such a refinancing or sale or (B) such refinancing
or sale is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or


(iv)            
there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment,
the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan
documents, unless such default has been waived in accordance with Section 3.07 or 3.18) under the related Mortgage
Loan documents, other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment
of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of the Directing
Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing
or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder
(other




    	 	 -112-	 



    	 



    

than with respect to an Excluded
Loan), unless a Consultation Termination Event has occurred and is continuing), materially impair the value of the related Mortgaged
Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests of
Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder(s)),
which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Whole Loan
(or, if no cure period is specified, sixty (60) days); or


(v)            
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, marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days; or


(vi)            
the related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating
to all or substantially all of its property; or


(vii)            
the related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed
a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its
creditors, or voluntarily suspended payment of its obligations; or


(viii)            
the Master Servicer or the Special Servicer, as applicable, shall have received notice of the commencement of foreclosure
or similar proceedings with respect to the corresponding Mortgaged Property; or


(ix)            
the Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing
Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing)
determines that (i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless
such default has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage Loan documents (other
than as described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will materially impair
the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any)
or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu Companion
Loan Holder) and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the




    	 	 -113-	 



    	 



    

Mortgage Loan documents, or, if
no cure period is specified and the default is capable of being cured, for sixty (60) days;


provided that any Mortgage Loan (excluding
any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced
Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes
a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage
Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect
to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced
PSA.


Notwithstanding anything
to the contrary in the definition of Servicing Transfer Event, no event, circumstance or action that has occurred or will occur
with respect to a COVID Modified Loan with respect to an event described in clauses (ii), (iii) and (iv) of the definition of “Servicing
Transfer Event” will constitute a Servicing Transfer Event under this Agreement, but only if, and for so long as, the related
Mortgagor is in compliance with the terms of the related COVID Modification Agreement.


In addition, if a
Mortgagor has requested a COVID Modification but the Mortgage Loan is not yet a COVID Modified Loan and an event described in clauses
(ii), (iii) or (iv) of the definition of “Servicing Transfer Event” has occurred, the Special Servicer shall be permitted,
but not required, to make a determination to complete the COVID Modification, in which case no Servicing Transfer Event will occur
with respect to such Mortgage Loan only if, and for so long as, the related Mortgagor is in compliance with the terms of the related
COVID Modification Agreement.


“SGFC”:
Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest.


“SGFC MGM
Grand & Mandalay Bay Note”: The portion of the MGM Grand & Mandalay Bay Mortgage Loan consisting of Note A-16-3.


“SGFC MGM
Grand & Mandalay Bay Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC Declaration
consisting of the SGFC MGM Grand & Mandalay Bay Note and the SGFC MGM Grand & Mandalay Bay Loan REMIC Notes, collections
thereon, any related REO Property acquired in respect thereof and all proceeds of such REO Property, other property related
thereto, and amounts received in respect thereof from time to time.


“SGFC MGM
Grand & Mandalay Bay Loan REMIC Notes”: With respect to the MGM Grand & Mandalay Bay Loan, those certain promissory
notes A-16-4 in the original principal amount of $40,000,000, A-16-5 in the original principal amount of $35,000,000, A-16-6 in
the original principal amount of $55,000,000, A-16-7 in the original principal amount of $25,000,000, A-16-8 in the original principal
amount of $10,000,000, A-16-9 in the original principal amount of $10,000,000, A-16-10 in the original principal amount of $7,347,000,
A-16-11 in the original principal amount of $5,000,000, and A-16-12 in the original principal amount of




    	 	 -114-	 



    	 



    

$5,000,000, which evidence nine of the
MGM Grand & Mandalay Bay Companion Loans and are not assets of the Trust Fund, as the same may hereafter be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified.


“SGFC MGM
Grand & Mandalay Bay Loan REMIC Regular Interest”: With respect to the SGFC MGM Grand & Mandalay Bay Loan REMIC,
the uncertificated “regular interests”, within the meaning of Section 860G(a)(1) of the Code, in the SGFC MGM Grand
& Mandalay Bay Loan REMIC and as set forth in the SGFC MGM Grand & Mandalay Bay Loan REMIC Declaration. For the avoidance
of doubt, the principal balance of the SGFC MGM Grand & Mandalay Bay Loan REMIC Regular Interest shall at all times equal the
combined outstanding Stated Principal Balance of the SGFC MGM Grand & Mandalay Bay Note and the SGFC MGM Grand & Mandalay
Bay Loan REMIC Notes (or, if applicable, the applicable portion of the deemed Stated Principal Balance of any successor REO Loan).
The interest rate on the SGFC MGM Grand & Mandalay Bay Loan REMIC Regular Interests shall be the Mortgage Rate of the SGFC
MGM Grand & Mandalay Bay Note. Payments and other collections of amounts received on or in respect of the SGFC MGM Grand &
Mandalay Bay Note and the SGFC MGM Grand & Mandalay Bay Loan REMIC Notes (or any related REO Property) shall be deemed distributable
on the SGFC MGM Grand & Mandalay Bay Loan REMIC Regular Interest to the extent of the principal, interest at the related Mortgage
Rate and Yield Maintenance Charges due thereon.


“SGFC MGM
Grand & Mandalay Bay Loan REMIC Residual Interest”: With respect to the SGFC MGM Grand & Mandalay Bay Mortgage
Loan REMIC, the sole class of “residual interests”, within the meaning of Section 860G(a)(2) of the Code, in the SGFC
MGM Grand & Mandalay Bay Loan REMIC and as set forth in the SGFC MGM Grand & Mandalay Bay Loan REMIC Declaration, beneficial
ownership of which shall be evidenced by the Class R Certificates.


“SGFC MGM
Grand & Mandalay Bay Trust REMIC Regular Interest”: The approximately 15.16% ownership interest in the SGFC MGM Grand
& Mandalay Bay REMIC Regular Interest evidenced by the SGFC MGM Grand & Mandalay Bay Note. The SGFC MGM Grand & Mandalay
Bay Trust REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


“Significant
Obligor”: As defined in Section 11.16.


“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 fifteen (15) days after the Relevant Distribution Date occurring on or immediately
following the date on which financial statements for such calendar quarter are required to be delivered to the related lender under
the related Mortgage Loan documents.


“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 5.03(n).


“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successor in interest.




    	 	 -115-	 



    	 



    

“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive
Certificate representing 100% of the then-outstanding Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and
Class K-RR Certificates; provided, however, that the Certificate Balances of the Class A-1, Class A-2,
Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have been retired.


“Special
Notice”: As defined in Section 5.06.


“Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, and its
successors in interest and assigns, or any successor special servicer appointed as provided herein (including with respect to any
Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01 (g) of
this Agreement, as applicable, and as the context may require).


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan),
the fee payable to the Special Servicer pursuant to Section 3.11 (b). For the avoidance of doubt, the Special Servicing
Fee shall be deemed payable from the Loan REMICs with regard to the Mortgage Loans held by the Loan REMICs and otherwise from the
Lower-Tier REMIC.


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the
related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated
on such Specially Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would
be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or
REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with
respect to such Specially Serviced Loan or REO Loan.


“Specially
Serviced Loan”: As defined in Section 3.01(a).


“Sponsors”:
The Mortgage Loan Sellers.


“Startup
Day”: The day designated as such in Section 10.01(c).


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust,
the unpaid principal balance of such Mortgage Loan after application of all payments of principal due during or prior to the month
of substitution, whether or not received) minus (y) the sum of:


(i)            
the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a
Qualified Substitute Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the
Mortgagor or advanced by the Master Servicer;




    	 	 -116-	 



    	 



    

(ii)            
 all Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, after the Due Date in the related month of substitution);


(iii)            
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage
Loan) and Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, after the Due Date in the related month of substitution); and


(iv)            
any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


With respect to any
REO Loan that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount
equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition,
minus (y) the sum of:


(i)            
the principal portion of any P&I Advance made with respect to such REO Loan; and


(ii)            
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


A Mortgage Loan or
an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the
Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


With respect to any
REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the




    	 	 -117-	 



    	 



    

mortgage-backed securities market)
of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of the Master Servicer, the Special Servicer, the Operating Advisor, an Additional
Servicer or a Sub-Servicer.


“Subject
Loans”: As defined in Section 12.02(b).


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class
J-RR and Class K-RR Certificate.


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


“Subsequent
Asset Status Report”: As defined in Section 3.19(d).


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material Servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


“Surviving
Entity”: As defined in Section 6.03(b).


“Tax Returns”:
The federal income tax returns on (i) Internal Revenue Service 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 on behalf of each Trust REMIC due to its respective classification as a REMIC under
the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, or any successor
forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or




    	 	 -118-	 



    	 



    

filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax
Law.


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans)
included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in
the Trust Fund (such Appraisals in this clause (2) to be conducted by an Independent MAI-designated appraiser selected by
the Special Servicer and approved by the Master Servicer and the Controlling Class) (prior to the occurrence and continuance of
a Control Termination Event, with respect to the Controlling Class approval), and (3) if a Mortgaged Property secures a Non-Serviced
Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion
of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance
with clause (2) above.


“Test”:
As defined in Section 12.01(b)(iv).


“Third Party
Purchaser”: Any “third-party purchaser” (as defined under the Risk Retention Rules) that purchases and holds
the HRR Certificates. The Third Party Purchaser shall be KKR CMBS II Aggregator Type 2 L.P.


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


“Transfer
Restriction Period”: The period from the Closing Date to the earlier of: (a) the latest of (i) the date on
which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance
Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as
of the Closing Date; and (iii) two years after the Closing Date; (b) with respect to the HRR Certificates only, the date
on which all of the Mortgage Loans have been defeased in accordance with §244.7(b)(8)(i) of the Risk Retention Rules; and
(c) the date on which the Risk Retention Rules have been effectively abolished or officially determined by the OCC, the Board
of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the Commission and the Department of
Housing and Urban Development to be no longer applicable to the Trust.


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing
and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is
subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable
Servicing Interest with respect to each Mortgage Loan is zero.




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“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


“Transferee
Affidavit”: As defined in Section 5.03(p)(ii).


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


“Transferor
Letter”: As defined in Section 5.03(p)(ii).


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “BBCMS Mortgage Trust 2021-C9”.


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in
the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced
PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the
Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under
the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to
the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein);
(x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the
Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests;
and (xiii) 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 related Mortgagor). For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be assets of the Trust.


“Trust REMIC”:
As defined in the Preliminary Statement.




    	 	 -120-	 



    	 



    

“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided. Wells Fargo Bank, National Association will perform its duties as Trustee
hereunder through its Document Custody division (including, as applicable, any agents or affiliates utilized thereby).


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan.


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


“Underwriters”:
Barclays Capital Inc., SG Americas Securities, LLC, KeyBanc Capital Markets Inc., Bancroft Capital, LLC and Academy Securities,
Inc.


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


“United States
Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was
made.


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, any
amount related to Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the
related Collection Period, accrued interest on Advances and other additional expenses of the Trust incurred in connection with
the related Mortgage Loan) and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or
prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery
of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).




    	 	 -121-	 



    	 



    

“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund, the assets of which consist of the Lower-Tier Regular Interests
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust
2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


“U.S. Tax
Person”: A citizen or resident of the United States, a corporation or 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. Tax 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. Tax Persons).


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date
of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98% and
a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of
determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section
3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated
to the Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with
any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating
Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative
Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates,
each determined as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates shall
be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. The Class R and Class
S Certificates will not be entitled to any Voting Rights.




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“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average
of the Net Mortgage Rates in effect for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan (other than
the portion of an REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in
which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following
the Distribution Date (or, if applicable, the Closing Date) in such preceding month; provided, however, that in the
case of each Mortgage Loan held by a Loan REMIC, “Mortgage Loan” shall refer to the related Loan REMIC Regular Interest
for purposes of this definition.


“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.


“Whole Loan”:
A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the same Mortgaged Property.
The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the Whole Loans related to the
Trust. With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate
indebtedness under the related Mortgage Loan and the related Companion Loan(s).


“Withheld
Amounts”: As defined in Section 3.21(a).


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee equal to the lesser
of (i) 1.00% of each collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any
amount for which a Liquidation Fee would be paid), including (a) Periodic Payments, (b) Balloon Payments, (c) Principal
Prepayments




    	 	 -123-	 



    	 



    

and (d) payments (other than those
included in clause (a) or (b) of this definition) at maturity or the Anticipated Repayment Date received on each Corrected
Loan for so long as it remains a Corrected Loan and (ii) such rate that would result in $1,000,000 in the aggregate with respect
to any particular Corrected Loan.


“XML”:
Extensible Markup Language.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


Section 1.02      
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


(i)            
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be
made on the basis of a 360-day year consisting of twelve 30-day months.


(ii)            
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the
Master Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in
accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan on which interest accrues.


(iii)            
Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date
shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect
to (a) any distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a), and Section
4.01(c), (b) any Realized Losses allocated to such Class of Principal Balance Certificates on the immediately preceding
Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable
Advances (plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans
that resulted in a reduction of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance
Certificates on the immediately preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).


(iv)            
Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect
to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the




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definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan by the Special
Servicer, the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such
date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based
on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent
Appraisal (or update of such Appraisal) of the related Mortgaged Property.


(v)            
Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import
shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate
Companion Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion
Loans in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loans.


[End of Article I]


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01      
Conveyance of Mortgage Loans.  (a)  The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee,
in trust, without recourse, for the benefit of the Certificateholders (including each Loan REMIC Regular Interest and each Loan
REMIC Residual Interest) and the Trustee (as holder of the Lower-Tier Regular Interests and the Loan REMIC Regular Interests)
all the right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, including
any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the
Mortgage Loan Schedule, (ii)  Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than
Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15,
17 and 18 of each of the related Mortgage Loan Purchase Agreements, Section 19 of the Mortgage Loan Purchase Agreement between
the Depositor, Barclays and BCHI, Section 19 of the Mortgage Loan Purchase Agreement
between the Depositor, SGFC and Société Générale and Section 19 of the Mortgage Loan
Purchase Agreement between the Depositor, BSP and BSP Realty; (iii) the Intercreditor Agreements; (iv) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to
a Qualified Substitute




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Mortgage Loan, the Due Date in the month
of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or the Depositor’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced
PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s interest therein);
(vii) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any security
agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties
or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s
interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of
the Depositor’s interest therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest
therein), the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account the Upper-Tier REMIC Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest
in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest in such REO
Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent of
the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests; and (xiii) 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 related Mortgagor and any Retained Defeasance Rights and Obligations with
respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal
and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected
on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in March 2021 but have their
first Due Date in April 2021, any interest amounts relating to the period prior to the Cut-off Date; and (iv) any Retained
Defeasance Rights and Obligations with respect to the Mortgage Loans for which LMF, SMC, KeyBank or BSPRT is the related Mortgage
Loan Seller). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding
Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2,
3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent
related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements,
Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, Barclays and BCHI, Section
19 of the Mortgage Loan Purchase Agreement between the Depositor, SGFC and Société Générale
and Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, BSP and BSP Realty; (iii) the Intercreditor
Agreements; it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise
of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits
of Sections 10, 13 and 15 in connection therewith.


(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 Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before




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the Closing Date, the Mortgage Note
relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition
of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit
and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”)
and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each
Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other
items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve
accounts and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If
the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage File” (or, if applicable,
a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused
by the public filing or recording office where such document or instrument has been delivered, or will be delivered within 10 Business
Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such
non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included
in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the
applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to
be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian
on or before the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true
and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed
eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller
is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be
delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and
(ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording
thereon (if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered
document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and
such non-delivered document or instrument shall be deemed to have been included in the




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Mortgage File, if a photocopy of such
non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county
recorder’s office or the applicable title insurance company to be a true and complete copy of the original thereof submitted
for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall
in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of
the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan,
subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable
form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in
clause (iii), clause (v), or clause (x) of the definition of “Mortgage File” solely because of
the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of
such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period,
not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller
is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e)
and clause (f) of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the
related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in
favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage
File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such
Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording
or filing information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment
(with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by
Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred
to in clause (xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver
the original to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates,
Series 2021-C9”), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller
to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw
on such letter of credit on




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behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents) the applicable Mortgage Loan Seller shall be deemed
to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by
delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered
to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s)
of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian within forty-five (45) days
after the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master
Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the
related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents
(or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related
issuer of such letter of credit for processing) to the Custodian within forty-five (45) days of the Closing Date. If not
otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of
such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and
shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter
of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on
behalf of the Trust.


(c)            
Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and
expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and
each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all
such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage
Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be
delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any
such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned




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unrecorded or unfiled, as the case may
be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage
Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and
thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof
cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has
not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related
Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the
related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to
the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of
each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment
appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of
the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable,
shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request
the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement
Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office
by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,”
or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those
jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller)
acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest
in the related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the
Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


(d)            
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in each case, financial statements, appraisals, environmental reports, engineering reports, transaction
screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions,
tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole
Loan that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Whole Loan,
but excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage
Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller
or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are
not required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for
the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered by the
Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date
(except that copies of any instruments of assignment that are returned to the Custodian by the related public recording office
in accordance with the




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requirements of Section 2.01(c)
shall be delivered by the Custodian to the Master Servicer when the originals are returned to the Custodian) and shall be
held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (including each Loan REMIC
Regular Interest and each Loan REMIC Residual Interest) (and as holder of the Lower-Tier Regular Interests) and, if applicable,
on behalf of the related Companion Holder; provided that the parties hereto acknowledge and agree that some or all of the items
in this Section 2.01(d) have, as of the Closing Date, been posted to websites to which various parties to this Agreement
have access, and if any such items have been so posted to any such website(s) to which the Master Servicer has access, such items
will be deemed to have been delivered to the Master Servicer in accordance with this Section 2.01(d); and provided,
further, that if the Master Servicer is unable to download such items from such website(s) after making reasonable efforts
to do so and provides notice (which may be delivered by electronic means) to the Mortgage Loan Seller, the Depositor shall cause
such Mortgage Loan Seller to deliver such items to the Master Servicer by such means as may be reasonably acceptable to the Master
Servicer. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


(e)            
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to
the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original
counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on
the Closing Date.


(f)             
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all unapplied reserve
funds and Escrow Payments in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer)
for deposit into Servicing Accounts.


(g)            
With respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee shall provide any
such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the
Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable
comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the
existing comfort letter). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement,
as applicable) within 120 days of the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that
no such replacement comfort letter has been received.


(h)            
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage
Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading
such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files




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(but in no event later than sixty (60) days
after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which may
be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor certifying that the electronic copies
of the documents and information uploaded to the Designated Site constitute all documents and information required under the definition
of “Diligence File” and such Diligence Files are organized and categorized in accordance with the electronic file structure
reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence File Certification”).


(i)             
Within two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File in EDGAR-Compatible
Format and Excel format, any Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1
to the Prospectus in EDGAR-Compatible Format and Excel format to the Master Servicer via electronic email to NoticeAdmin@midlandls.com.


(j)             
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with each Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded
pursuant to this Agreement (other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until
the earlier of (i) the Servicing Shift Date, in which case such instruments shall be assigned and recorded in accordance with
the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing
Shift Date and (iii) 180 days after the Closing Date, in which case assignments and recordations shall be effected in accordance
with this Section 2.01 until the occurrence, if any, of the Servicing Shift Date, (2) no letter of credit need be amended
(including, without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift Date, in
which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan
becoming a Specially Serviced Loan prior to the Servicing Shift Date in which case such amendment shall be effected in accordance
with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any
such time as any such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be
effected in accordance with the terms of this Section 2.01, and (3) on and following the Servicing Shift Date, the
Person selling the related Servicing Shift Control Note to the related Non-Serviced Depositor, at its own expense, shall be
(a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals
of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s)
evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian,
(b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies
of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced
Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii)
of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related
Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required
to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled
to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer




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of, the Servicing File, and any Escrow
Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File”
for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


(k)            
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each
of the applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall
be limited to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With
respect to a Joint Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the
related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided that either
of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with
respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage
Loan Sellers.


Section 2.02      
Acceptance by Trustee.  (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice
of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that
it or the Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered
by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future
Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets
included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the
benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable
to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage
Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document
delivery requirements of Section 2.01 and of this Section 2.02.


(b)            
Within sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty
(60) days after the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered
or caused to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but
in no event later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q,
certify in writing to the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no
Consultation Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded
Loan), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable
Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full))
that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”),
(i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents
specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers have been reviewed by the Custodian and appear regular on their




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face and appear to be executed and to
relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report,
the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably
acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never
delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not
been returned by the filing office or the recorder’s office).


(c)            
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder
and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related
Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception
report annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein
and Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any,
of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and
appear to be executed and relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct.


(d)            
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of
a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from the
applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage
Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated
Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master
Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall
be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that
such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master
Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied
to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in




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the event of a repurchase or substitution
by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the Master Servicer or the Special
Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its
reasonable judgment that the document with respect to which such Material Defect exists is required in connection with an imminent
enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor
or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller or Additional
Repurchase Obligor shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the
extent required by, the terms and conditions of Section 2.03(b) and Section 5 or Section 19, as applicable, of the
related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required
to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with
any applicable extension period) if it is attempting to recover the document from the applicable filing or recording office and
provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such
recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that
the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d),
the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the
Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the
amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan
Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for
any taxes payable on income or gain with respect thereto.


(e)            
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the
Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part
of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be
delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level




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UCC Financing Statement filing for each
Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent
multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that
a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing).
The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such
other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or
recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally
filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


(f)             
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective
on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable
Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter
until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with
particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating
items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but
are out for recording or filing and have not been returned by the recorder’s office or filing office).


Pursuant to the related
Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable
Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation
of all such Mortgage Loan documents has been completed.


(g)            
If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from
any Person for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together
with a Repurchase Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer,
as applicable, to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient”
with respect to such 15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by
the Person making such 15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase
Request is forwarded to the Master Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient
shall deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered
on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase
Request (each, a “15Ga-1 Notice”) to




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the applicable Mortgage Loan Seller
(other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business
Days from such Repurchase Request Recipient’s receipt thereof.


Each 15Ga-1 Notice
shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1
Repurchase Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from
the Repurchase Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
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 Repurchase Request Recipient and
(B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to
constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the
related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a
15Ga-1 Notice.


In the event that
the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or
otherwise provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially
Serviced 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 ‘15Ga-1 Repurchase Request’ under Section 2.02 of
the Pooling and Servicing Agreement relating to the BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates,
Series 2021-C9 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such
15Ga-1 Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the
Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures
set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. 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.


If the Depositor,
the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the
Custodian receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has
been previously received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer,
then such party shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable.
Any such notice received by the




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Trustee, the Certificate Administrator,
the Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian shall also be provided to the Depositor
and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


In the event that
a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Enforcing Servicer shall promptly
notify the Depositor of such repurchase or replacement.


Section 2.03      
Representations, Warranties and Covenants of the Depositor;
Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations
and Warranties. (a)(a)  The Depositor hereby represents and
warrants that:


(i)            
The Depositor is a limited liability company duly organized, validly existing and in good standing under the laws of the
State of Delaware, and the Depositor has taken all necessary corporate 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 Mortgage Loans in
accordance with this Agreement;


(ii)            
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 against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


(iii)            
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of formation or operating agreement
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result 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; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


(iv)            
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the




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validity of the Mortgage Loans
or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


(v)            
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


(b)            
After receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan
Seller, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable
Mortgage Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s
discovery of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified
Mortgage, the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material
Defect and (y) receipt of notice of the Material Defect from any party to this Agreement (such ninety (90) day period,
the “Initial Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage
Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably
incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (or, in the case of a Joint
Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan,
if applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this
Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which
no substitution will be permitted) for such affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable) (provided
that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master
Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity
with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, that except with respect to a Material
Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy
of lender’s title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later
than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured
within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure
of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days
commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended
Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (or,
in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related
Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole
Loans, for which no substitution will be permitted)) and provided, further, that with respect to such Extended Cure
Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate
Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the
Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan,
prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the
reason such Material Defect




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is not capable of being cured within
the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and
stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure
Period; and provided, further, that, if any such Material Defect is not cured after the Initial Cure Period and
any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller to have received the recorded document,
then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in
respect of such Material Defect until eighteen (18) months after the Closing Date for so long as such Mortgage Loan Seller
certifies to the Trustee, the Master Servicer, the Special Servicer and the Directing Certificateholder (in the case of the Directing
Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator
no less than every ninety (90) days, beginning at the end of such Extended Cure Period, that such Material Defect is still
in effect solely because of the failure of the applicable recording office to have recorded as filed or returned evidence of filing
the document (or made such evidence available online) and that such Mortgage Loan Seller is diligently pursuing the cure of such
Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage
Loan not to be a Qualified Mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein,
and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period)
such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding
sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable
Mortgage Loan Seller (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof)
are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account.


If a Mortgage Loan
Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash
payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, on behalf
of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either
case, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each
such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value
Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this
Agreement. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect
of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to the Asset Review of
such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value
Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute
for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust,
provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller
or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in
the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure,
repurchase




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or substitute for such Mortgage Loan);
(ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a
Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


With respect to any
Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute
a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases the
Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however,
that the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion
Loan.


If any Breach that
constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular
Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter
under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable
amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii)
the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent not previously paid
by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided
however, that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan
Seller Percentage Interest of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed by
such Mortgage Loan Seller; provided, further, however, in the event any such costs and expenses exceed $10,000,
the related Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided
above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage
Loan Seller shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller
shall be deemed to have cured such Breach in all respects. To the extent that any fees or expenses that are the subject of a cure
by the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made
by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned
to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust
on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special
Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are
to be remitted by the Master Servicer (or by the Special Servicer to the Master Servicer who shall remit such funds) to the applicable
Mortgage Loan Seller effecting the related repurchase or substitution promptly




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following receipt. Notwithstanding anything
contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material Defect
or in providing notice of such Material Defect shall not relieve the applicable Mortgage Loan Seller of its obligation to cure,
repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required
to do so under the related Mortgage Loan Purchase Agreement and/or this Article II unless (i) the related Mortgage
Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure
by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms
of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect
(knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not
relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay or failure to provide notice (as
required by the terms of the applicable Mortgage Loan Purchase Agreement or this Agreement) prevented the Mortgage Loan Seller
from curing such Material Defect and such Material Defect was otherwise curable. Notwithstanding the foregoing, if a Mortgage Loan
is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare
facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a Mortgagor),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


The
parties acknowledge that certain Mortgage Loan Purchase Agreements may provide for an Additional Repurchase Obligor that is required
to perform the obligations of the related Mortgage Loan Seller described in this Section 2.03(b) or a guarantor of such
obligations, in each case, to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released
pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is,
in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage
Loan documents and the related Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase
would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


(c)            
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note,
unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be
regular on its face; (ii) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on
its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy
of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for
recordation; (iii) the absence from the Mortgage File of the item called for by




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clause (viii) of the definition
of “Mortgage File”; (iv) the absence from the Mortgage File of any intervening assignments required to create
a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a
copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related
Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (v) the
absence from the Mortgage File of any required letter of credit; or (vi) with respect to any related leasehold Mortgage
Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided,
however, that no Defect (except the Defects previously described in sub-clauses (ii) through (vi) of this Section
2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related
Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing
obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be considered to materially and adversely affect
the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA,
to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions
or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not
be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later
than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan
Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the
Custodian shall be liable for any such loss to the extent provided for in Section 8.01.


(d)            
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged




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communications), and each document that
constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case
may be, to the applicable Mortgage Loan Seller or Additional Repurchase Obligor in the same manner as provided in Section 5
or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage
File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted
Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the
related Mortgage Loan documents.


(e)            
Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against BCHI,
Société Générale or BSP Realty, in each case, to
the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation, pursuant to Section
19 thereof.


(f)             
The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase
Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the
best interest of the Certificateholders in accordance with the Servicing Standard. Any costs incurred by the Master Servicer or
the Special Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller or the Requesting
Certificateholder, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Master Servicer or the
Special Servicer, as applicable, shall be reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant
to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component
thereof; and third, if at the conclusion of such enforcement action it is determined that the amounts described in clauses first
and second are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage
Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion
Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization,
if applicable.


(g)            
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect,
which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and




    	 	 -144-	 



    	 



    

unpaid interest on Advances at the
Reimbursement Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the Trustee,
the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Enforcing
Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the
Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided,
however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard
that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal, interest and other
sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided,
further, that the Enforcing Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in
its sole discretion in accordance with the Servicing Standard.


(h)            
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans
satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed
Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either
to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or
to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or
other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying
Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding
Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the
related Mortgage Loans shall remain in full force and effect without any modification thereof.


(i)             
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the related Mortgage Loan Seller may repurchase only that Crossed Underlying Loan required to be repurchased pursuant to
this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with
such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications
to the Mortgage prepared and executed in connection with such partial release.




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(j)             
 With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage
Loan Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related
Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will
be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise
does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise
of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the
Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the
relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the
threat of material impairment as a result of the exercise of remedies.


(k)            
(i) In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a
Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to
such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer. The
Enforcing Servicer shall then promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and
each other party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with
respect to a Certificateholder Repurchase Request.


(ii)            
In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder (other than any Loan-Specific
Directing Certificateholder that is a Mortgage Loan Seller or an Affiliate thereof) identifies a Material Defect with respect to
a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall deliver
prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller identifying
the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller
with respect to a PSA Party Repurchase Request.


(iii)            
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller. A Resolved Repurchase Request shall not




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preclude the Enforcing Servicer
from exercising any of its rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement,
in the related Mortgage Loan Purchase Agreement or as provided by law.


(iv)            
Within two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other
than the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
Repurchase Request. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Loan. Upon receipt of such Master Servicer
Proposed Course of Action Notice and such Servicing File and other material, the Special Servicer shall become the Enforcing Servicer
with respect to such Repurchase Request.


(l)             
(i) After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder),
and if applicable, after the Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing Servicer
shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any,
at the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com), indicating the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”). The Certificate
Administrator will be required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate
Owners by posting such notice on the Certificate Administrator’s Website. The Proposed Course of Action Notice shall include
(a) a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed
Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice
within thirty (30) days after the date of such notice and a disclaimer that responses received after such 30-day period
will not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of
Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the
responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures set forth below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute
Resolution Election Notices (c) a statement that the responding Certificateholders will be required to certify their holdings
in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders




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to send their responses to the Enforcing
Servicer and the Certificate Administrator. The Certificate Administrator shall, within fifteen (15) Business Days after the
expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the results
with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly indicating agreement
or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration
for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate
Administrator shall be under no obligation to answer any questions from the Certificateholders regarding such Proposed Course of
Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l)
shall be limited solely to tabulating the Certificateholders’ responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation
of the responses of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with
respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan
Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder
or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,
or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the
applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or
any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer,
then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the
Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including
non-binding arbitration) or arbitration. In the event (a) the Enforcing Servicer’s initial Proposed Course of Action indicated
a recommendation to undertake mediation (including non-binding arbitration) or arbitration, (b) any Certificateholder or Certificate
Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and (c) the Enforcing Servicer has also received
responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course
of Action indicating a recommendation to undertake mediation (including non-binding arbitration) or arbitration, such additional
responses from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices
supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority of responding
Certificateholders.


(ii)            
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled
to do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer as the Enforcing Party shall be the sole party entitled to determine a course of action, including,
but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller,




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subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


(iii)            
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election
Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner
(each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with
each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including
nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute
Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer
as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed
no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled
to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to
the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution
Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise
its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


(iv)            
If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration.


(v)            
If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions
relating to such mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration)
or arbitration). If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this
Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement;




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provided, however,
that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder
or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to
such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if the
Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then
the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s
rights against the related Mortgage Loan Seller.


(vi)            
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall
not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with
respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders
to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


(vii)            
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


(viii)            
For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or
any of their respective affiliates (other than the Special Servicer or a Controlling Class Certificateholder) shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder or to act as a Certificateholder for purposes of
delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote
Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant to the procedures
described herein.


(ix)            
Subject to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either
mediation or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize
the alternative method in the event that the initial method is unsuccessful.


(m)          
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


(i)            
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller within thirty (30) days of written notice of the Enforcing Party’s selection of mediation (such provider, the
“Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”)
promulgated by the Mediation Services Provider.


(ii)            
The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the




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Mediation Services Provider. Upon
being supplied a list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the
right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order
of preference. The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the
preference choices of the parties to the extent possible.


(iii)            
Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


(iv)            
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


(v)            
The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the
Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


(vi)            
Out of pocket costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be
paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in
the case of arbitration) shall be reimbursable as a Servicing Advance.


(n)            
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)            
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within thirty (30) days of written notice of the Enforcing Party’s selection of arbitration (such provider, the
“Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


(ii)            
The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two
peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to
the extent possible.


(iii)            
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.




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(iv)            
 After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the
authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with
the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and
other prehearing and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.


(v)            
Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the
arbitrator shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator
determines good cause is shown that such additional discovery is reasonable and necessary.


(vi)            
The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


(vii)            
By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


(viii)            
No person may bring a putative or certificated class action to arbitration.


        (o)            
The following provisions shall apply to both mediation and third-party arbitration:




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(i)            
 Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


(ii)            
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have
subject matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of
New York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


(iii)            
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


(iv)            
In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a
party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates
in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.




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(v)            
 In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


(vi)            
The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that (A) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the
extent provided in Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any
15Ga-1 Notice as it is required pursuant to Section 2.02(g).


(vii)            
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu of foreclosure, or
bankruptcy or other litigation) or the exercise of any rights of a Directing Certificateholder.


(viii)            
In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect
to then utilize the alternative method.


(ix)            
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
or related responsibilities under this Agreement shall be reimbursable as Trust Fund expenses.


     (p)            
Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage
Loan shall be limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance
with the related Mortgage Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable
Mortgage Loan Sellers with respect to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan
Purchase Agreement that also cures the Material Defect with respect to the entire related Joint Mortgage Loan shall satisfy the
cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


Section
2.04       Execution of Certificates; Issuance of Loan
REMIC Regular Interests and Lower-Tier Regular Interests.
The Trustee hereby acknowledges the assignment to it of the Mortgage Loans, the Loan REMIC Regular Interests and the Loan REMIC
Residual Interests, and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase




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Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment
and delivery, (i) in exchange for the Loan REMIC Regular Interests and the Mortgage Loans (other than Excess Interest), and
the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance
of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation
of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor
of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier
Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and
has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the
order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt
by it or its designees, of such Certificates in authorized Denominations and such Certificates evidencing the entire beneficial
ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)
and (v) the Trustee acknowledges that it has caused the Certificate Administrator to
issue the Class S Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver
to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees,
of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


Section 2.05      
Creation of the Grantor Trust. The portions of the Trust consisting of
(i) the Class S Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class S
Certificates, and (ii) the Loan REMIC Residual Interests and the Loan REMIC Residual Distribution Account and proceeds thereof,
undivided beneficial ownership of which will be represented by the Class R Certificates, shall
be treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


[End of Article II]


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


Section 3.01      
Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a)  Each
of the Master Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced
Mortgage Loan), any Serviced Companion Loans and the applicable REO Properties (other than any REO Property related to a Non-Serviced
Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the
best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion
Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate
or pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case
may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each
Serviced Whole Loan or any Mortgage Loan with related mezzanine




    	 	-155-	 



     


    

debt, the related Intercreditor Agreement)
and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate
or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between
this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that
in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in
accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case
may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer
and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced
Companion Loans in accordance with the higher of the following standards of care: (1) in 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 and (2) 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 owned
by the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments
of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan
or an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and
any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as
if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the
Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders
of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature, as
applicable, of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in
its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional
commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest
arising from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer
or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor,
any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion
Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate
of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make
Advances; (iv) the right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive
compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the
ownership, servicing or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any
other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor
(including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion
Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation
of the Master Servicer or the Special




    	 	-156-	 



     


    

Servicer, or any of their respective
Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer
or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


The Master Servicer
and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage
Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the
Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations,
and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for
the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as the Master Servicer, shall
not have any responsibility for the performance by the Special Servicer, in its capacity as the Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as the Special Servicer, shall not have any responsibility for the
performance by the Master Servicer, in its capacity as the Master Servicer, of its duties under this Agreement. Each Mortgage Loan
or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the
conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance
with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan
and any related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to
collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in
respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After
notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts
by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights
or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees,
Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement
for any Advance by the Master Servicer or the Trustee




    	 	-157-	 



     


    

is intended solely to provide liquidity
for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss
with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed
to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in
respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in such
determination.


(b)            
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or,
subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection
with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting the
generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee
and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and
deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder)
and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan (and, if applicable,
each REO Property) it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral; (ii) subject to Section 3.08, Section 3.18 and Section 6.08, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial
or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate
and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth
below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect
to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required
to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall furnish,
or cause to be furnished, upon written request, to the Master Servicer or the Special Servicer any powers of attorney substantially
in the form of Exhibit R attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any
negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without
the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the




    	 	-158-	 



     


    

Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written
notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required
in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard)
prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s 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 required to be registered to do business in any state.


(c)            
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to
who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for
the payment of such costs and expenses out of pocket other than as a Servicing Advance.


(d)            
The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


(e)            
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.




    	 	-159-	 



     


    

(f)             
 Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan (other than any Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule,
that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders
and any related Companion Holders shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall
notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan
Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer or the Special Servicer shall service the related
Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required to be drawn upon earlier than the date
the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately
preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or the Special
Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related
Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the
applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan
Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any
modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer
has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the
applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall
pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and
expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special
Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage
Loan Purchase Agreement.


(g)            
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


(h)            
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the
related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any
party hereto in accordance with the related Intercreditor Agreement remain due and owing.


(i)             
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section
3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing




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Standard and to the extent the Special
Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such
Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid
as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced Whole
Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu, by the
Trust and any related Serviced Pari Passu Companion Loans, in accordance with the respective Stated Principal Balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.


(j)             
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect
to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of such indemnity, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with a legal claim or action
resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no
costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage
Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation
to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however,
that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an
Other Securitization, then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has
not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with
respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified
that such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis,
within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso
to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general
collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing
Advances in the same manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer
hereunder.


(k)            
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall
use




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reasonable efforts consistent with the
Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA. In the event of any conflict between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


(l)             
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion
Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan
is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced
Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


(m)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


(n)            
In connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master
Servicer (if such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan
is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


(o)            
For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
have any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer,
Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any
Non-Serviced Whole Loan. The obligation of the Master Servicer to provide information and collections and make P&I Advances
to the Certificate Administrator for the




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benefit of the Certificateholders with
respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


(p)            
Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money
to (to the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage
in any kind of business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to
this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify
or supersede the Servicing Standard.


Section 3.02      
Collection of Mortgage Loan Payments. (a)  Each of
the Master Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated
to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation,
the Servicing Standard); provided, that with respect to each ARD Loan, so long as the related Mortgagor is in compliance
with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement
action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection,
until the Maturity Date of the related ARD Loan or until the outstanding principal balance of such ARD Loan (exclusive of any portion
representing accrued Excess Interest) has been paid in full; provided, further, that the Master Servicer or the Special
Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance
with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated
to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage
Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional
time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the
Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any
additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation
Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if
the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder
in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented
to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing
Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder
shall have no




    	 	-163-	 



     


    

consent or consultation rights with
respect to the foregoing waivers in relation to any Excluded Loan.


(b)            
(i) All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and
owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express
provisions of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that
absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent
otherwise agreed to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf
of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance
and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any
applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order
of priority:


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses;


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to
clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A) (x) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or
(y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I
Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing
such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances
for such Mortgage Loan that would have occurred in connection with the related Appraisal Reduction Amounts, or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan then due and owing, including by




    	 	-164-	 



     


    

reason of acceleration of such
Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent
of its entire remaining unpaid principal balance);


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections
have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


sixth,
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 such Mortgage Loan;


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (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);


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a




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condemnation) at a time when the LTV
Ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial
release (based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise
permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to the Trustee) must be collected and allocated
to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions; provided,
further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced
Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject
to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided,
further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the
related Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any
amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


(ii)            
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable,
pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related
Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses with respect to such Mortgage Loan;


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of Default Interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to
clause fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of
the accrued and unpaid interest described in sub-clause (i) of this clause third that either (A) (x) was
not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred
in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not
advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that
(absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because
of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection




    	 	-166-	 



     


    

with related Appraisal Reduction
Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan
equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections
have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


seventh,
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (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


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the
treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related
Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect
to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall
be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related
Serviced Mortgage Loan shall be subject to application as described above.




    	 	-167-	 



     


    

(iii)            
 Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions
of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan(s), as applicable, or in accordance with Section 3.02(b)(ii) above.


(c)            
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii),
as applicable, above.


(d)            
In the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the
case may be, shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the related Distribution
Date. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for
any failure of the related Mortgagor to pay any Excess Interest or prepayment penalty. The preceding statements shall not, however,
be construed to limit the provisions of Section 3.02(a).


(e)            
With respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required
to escrow funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service
coverage levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


(f)             
Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift
Mortgage Loan, promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer
and the related Non-Serviced Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses
to Exhibit T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan
and directing such Non-Serviced Master




    	 	-168-	 



     


    

Servicer to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced
PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection
Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged
Property or any related REO Property.


Section 3.03      
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments received by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with
the related Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced
Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholders collectively,
but this shall not be construed to modify the respective interests of any noteholder therein as set forth in the related Intercreditor
Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan
documents and Companion Loan documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing
Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of
amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing
Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on
balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and
as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the
related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan;
(vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan
documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section
9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the related Mortgagors interest
on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided,
however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual
net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable
law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


(b)            
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced
Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property 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. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a




    	 	-169-	 



     


    

Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced
Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for
the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer
as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(s).
Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts
(including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan
and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer,
in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable,
that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the
Mortgagor to comply with its obligation to 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 related Mortgaged Property for nonpayment
of such items.


(c)            
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case
may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing
Advances required to be made on an emergency or urgent basis; provided, further, that the Special Servicer shall
not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis)
more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The Master
Servicer may pay the aggregate amount of such Servicing Advances listed




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on a monthly request to the Special
Servicer, in which case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall
have no obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making
of a Servicing Advance, the Special Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver
to the Master Servicer a request for reimbursement for such Servicing Advance, along with all information and documentation in
the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request,
and the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for
any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the
terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement.
Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request
therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing
by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment
to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made
such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together
with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer
would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer
out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


Any request by the
Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer
that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability
of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. If the Master
Servicer, the Special Servicer or the Trustee




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determines that a proposed Servicing
Advance with respect to a Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to a Serviced Whole Loan
previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall
provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such determination.
All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided
in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including,
without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added
to the unpaid principal balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding
that the terms of such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails
to make any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual
knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything
herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a
Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing
Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing
Advances under this Agreement.


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from all other
amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or
the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master
Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property 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 related Mortgage Loan or Serviced Companion Loan; provided that in each instance,
the Master Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced
by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing
Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable
Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related
Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing
Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable




    	 	-172-	 



     


    

Non-Serviced PSA) in the manner set
forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


(d)            
In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


(e)            
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent that any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


Section
3.04       The Collection Account, the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account, the Loan REMIC Residual Interest Account and the Excess Interest Distribution Account.
(a)  The Master Servicer shall establish and maintain, or cause to
be established and maintained, the Collection Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis and in no event later than the second Business Day following receipt of available and properly identified funds (in
the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received




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or made by or on behalf of it subsequent
to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable
on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective
designee and other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral),
or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent
thereto:


(i)            
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


(ii)            
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


(iii)            
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


(iv)            
all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced
Gain-on-Sale Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation
Proceeds that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust
Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


(v)            
any amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


(vi)            
any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


(vii)            
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


Notwithstanding the
foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would
be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled
to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that




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such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in the Collection Account and then withdrawn.


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit 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. Assumption, extension and Modification Fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


Upon receipt of any
of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance
with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an 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 3.14(c). 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. Funds in the Collection Account may only be invested in Permitted Investments in accordance
with the provisions of Section 3.06. As of the Closing Date, the Collection Account shall be located at the offices of Midland
Loan Services, a Division of PNC Bank, National Association. The Master Servicer shall give written notice to the Trustee, the
Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change
thereof.


For purposes of determining
amounts to be deposited in the Collection Account in respect of the related Mortgage Loan, the Master Servicer shall determine
the allocation of such amounts in accordance with the related Intercreditor Agreement.


(b)            
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier
REMIC Distribution Account and the Interest Reserve Account in trust for the benefit of the Certificateholders (other than the
Holders of the Excess Interest Certificates), (ii) the Gain-on-Sale Reserve Account (if established) for the benefit of the
Certificateholders (other than the Holders of the Class S Certificates), (iii) the Upper-Tier REMIC Distribution Account in
trust for the benefit of the Certificateholders and (iv) the Excess Interest Distribution Account in trust for the benefit of the
Holders of the Excess Interest Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on or
before the P&I Advance Date therein, for deposit in (x) the Lower-Tier REMIC Distribution Account, that portion of the
Available Funds attributable to the Mortgage Loans (in each case calculated without regard to clauses (a)(iii)(B), (a)(iv),
(c) and (d) of the definition of Available Funds) for the related Distribution Date and (y)
in the Excess Interest Distribution Account all Excess Interest for the




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related Distribution Date then on deposit
in the Collection Account after giving effect to withdrawals of funds pursuant to Section
3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo Bank, National
Association is the Certificate Administrator, all funds held in the Distribution Account, the Interest Reserve Account and the
Excess Interest Distribution Account shall remain uninvested.


If there are any ARD
Loans in the Trust Fund, then the Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest
Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(j) of
this Agreement.


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder. Funds in
the Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such
Serviced Companion Loan.


On each Serviced Whole
Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable portion
thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the applicable
Serviced Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided, however,
that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that
is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or
the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(m). With respect to any Serviced Whole Loan, in the event the Master Servicer has received written
notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari
Passu Companion Loan and the Master Servicer subsequently receives late collections in respect of such advanced payment, the Master
Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of
such late collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance
with the terms of this Agreement and the related Intercreditor Agreement.


The Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest Distribution
Account and, if established, the Gain-on-Sale Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


In addition to the
amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master
Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC
Distribution Account:




    	 	-176-	 



     


    

(i)            
 any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


(ii)            
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


(iii)            
any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the
Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account
pursuant to Section 9.01);


(iv)            
any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


(v)            
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any
provision of this Agreement.


If, as of the close
of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered to the
Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account
the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I Advance with respect
to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate Administrator interest
on such late payment at the Prime Rate from and including the date such payment was required to be made (without regard to any
Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate
Administrator.


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account any and
all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited therein.


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit
in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(a), Section 4.01(c) and Section
4.01(e), respectively. Amounts (other than Excess Interest) deposited into and withdrawn from the Collection Account in respect
of the McCarthy Ranch Mortgage Loan, the Barclays MGM Grand & Mandalay Bay Note and the SGFC MGM Grand & Mandalay Bay Note
shall be deemed to be distributed in respect of the related Loan REMIC Regular Interest and the related Loan REMIC Residual Interest
in accordance with the related REMIC Declaration. Amounts deemed distributed in respect of the




    	 	-177-	 



     


    

Loan REMIC Regular Interests shall be
deposited in the Lower-Tier Distribution Account, and amounts deemed distributed in respect of the Loan REMIC Residual Interests
shall be deposited into the Loan REMIC Residual Distribution Account to be distributed to the Class R Certificates as set forth
in Section 4.01(m).


Funds on deposit in
the Interest Reserve Account, the Excess Interest Distribution Account, the Loan REMIC Residual Distribution Account, the Upper-Tier
REMIC Distribution Account, the Lower-Tier REMIC Distribution Account or if established, the Gain-on-Sale Reserve Account,
shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided,
however, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator
(but only if the Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by
the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution
Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment
shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered
by the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders of the BBCMS Mortgage Trust 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9 as their interests may appear”, or in the name of any successor trustee,
as Trustee for the Holders of the BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9
as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall
be liable for any loss incurred on such Permitted Investments.


An amount equal to
all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation
and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such
investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent
not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately
as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount
not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount
from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


On the Closing Date,
the Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds
held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2022, upon receipt
by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate
Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account.
Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject
line reference of “BBCMS 2021-C9 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part
of the Trust Fund, any Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account
for all federal income tax purposes, and shall be taxable on all income earned therefrom.




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Upon the depletion
of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify
the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator
shall have no responsibility in connection therewith.


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final
Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account
in accordance with directions provided by the Depositor.


As of the Closing
Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and
the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC
Distribution Account and, if established, the Gain-on-Sale Reserve Account, prior to any change thereof.


For the avoidance
of doubt, the Collection Account (other than (i) any portion holding the Excess Interest, (ii) the Loan REMIC Residual Distribution
Account and (iii) the Companion Distribution Account, if it is a sub-account of the Collection Account), the Lower-Tier
REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve Account
(including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the
Excess Interest Distribution Account (and any portion of the Collection Account holding Excess Interest) (including interest, if
any, earned on the investment of funds in such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the
Excess Interest Certificates; the Loan REMIC Residual Interest Distribution Account will be owned by the Grantor Trust for the
benefit of the Holders of the Class R Certificates; the Companion Distribution Account (including interest, if any, earned on the
investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account
(including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC; each for
federal income tax purposes.


(c)            
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification pursuant to Section 3.02(d), the Certificate Administrator, on behalf of the Certificateholders,
shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of the Trustee in trust for the
benefit of the Holders of the Excess Interest Certificates, which account shall be an asset of the Grantor Trust, but shall not
be an asset of any Trust REMIC. The Excess Interest Distribution Account shall be established and maintained as an Eligible Account
(or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer shall remit to the
Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received
by the Master Servicer prior to the Determination Date for the applicable Collection Period.




    	 	-179-	 



     


    

(d)            
 Following the distribution of the Excess Interest to Holders of the Excess Interest Certificates on the first Distribution
Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the
Certificate Administrator shall terminate the Excess Interest Distribution Account.


(e)            
The Certificate Administrator shall establish and maintain the Loan REMIC Residual Distribution Account in the name of the
Certificate Administrator, in trust for the benefit of the Holders of the Class R Certificates and the Trustee as the Holder
of the Loan REMIC Residual Interests. The Loan REMIC Residual Distribution Account shall be established and maintained as an Eligible
Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer shall withdraw
from the Collection Account and remit to the Certificate Administrator on the applicable P&I Advance Date for deposit in the
Loan REMIC Residual Distribution Account amounts deemed distributed from the Loan REMICs pursuant to the related REMIC Declarations
prior to the Determination Date for the applicable Collection Period.


(f)             
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Loan REMIC Residual Distribution
Account to the extent required to make the distributions with respect of the Loan REMIC Residual Interests required by Section
4.01(m).


(g)            
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The
Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and
apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to any related Serviced Companion
Loan in connection with such sale and remit such funds to the Master Servicer on the later of (x) the date that is on or prior
to each Determination Date or (y) one (1) Business Day after such amounts are received and properly identified and determined to
be available, along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report.
On the related Remittance Date, the Master Servicer shall remit such Gain-on-Sale Proceeds
to the Certificate Administrator, who shall deposit such funds into the Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms
of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution
Account.


(h)            
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


(i)             
[RESERVED].


(j)             
[RESERVED].




    	 	-180-	 



     


    

(k)            
 If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section
3.05(g) of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss
of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value
Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an
Eligible Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available
Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner
of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


Section 3.05      
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals
from the Collection Account (or the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account)
for any of the following purposes (the following not being an order of priority and without duplication of the same payment or
reimbursement):


(i)            
(A) no later than 4:00 p.m., New York City time, on or before each P&I Advance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account and the Loan
REMIC Residual Distribution Account the amounts required to be remitted by the Master Servicer pursuant to the first paragraph
of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant
to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect to the Companion Loans;


(ii)            
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of
PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer,
any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion
Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant
to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO
Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan
(whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the
form of REO Revenues, Liquidation Proceeds or Insurance




    	 	-181-	 



     


    

and Condemnation Proceeds), that
are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense
incurred by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid
first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect
of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such
payment shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the
related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal
balances) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or
the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect
to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited
to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect
to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form
of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon,
and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section
12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as
a result of an Affirmative Asset Review Vote;


(iii)            
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with
respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to




    	 	-182-	 



     


    

time that represent collections
or recoveries of principal to the extent provided in clause (v) below; and provided, further, that if such Advance
becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


(iv)            
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans)),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any
Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount,
then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for
such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties
on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided
in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance
shall be reimbursable pursuant to clause (v) below;


(v)            
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above;
(provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such
reimbursement shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan,
first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from
the related Mortgage Loan and any




    	 	-183-	 



     


    

related Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances and provided, further, that, in case of such
reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be
made as described above in this clause (v)(1) and (v)(2), from funds related to such Serviced Whole Loan prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that
 with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the
related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from
any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor
Agreement (provided that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan, any Serviced Pari Passu Companion Loans or AB Subordinate Companion Loans), prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself,
with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee
that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such
Mortgage 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 the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and
payable thereon in accordance with Section 4.03(d) or Section 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may
be, any interest accrued and payable thereon in accordance with Section 3.03(d) or 3.11(d) or (c) any Nonrecoverable
Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer
as the case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and any
AB Subordinate Companion Loans);




    	 	-184-	 



     


    

(vii)            
 to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation
or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the
definition of Purchase Price;


(viii)            
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance
and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


(ix)            
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in




    	 	-185-	 



     


    

each case, prior to being payable
out of general collections with respect to the Mortgage Loan;


(x)            
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance
with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related
Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been
paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than
Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


(xi)            
to pay itself the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected
on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection
Period to the extent not required to be paid as Compensating Interest Payments;


(xii)            
to recoup any amounts deposited in the Collection Account in error;


(xiii)            
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section
6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in
accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion Loans), in




    	 	-186-	 



     


    

each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


(xiv)            
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(b), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 3.18(m), 5.08(a) and 10.01(g) to the extent payable out of
the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section
3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan
and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


(xv)            
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on any Trust 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, the Certificate Administrator or the Trustee is liable therefor pursuant
to Section 10.01(h);


(xvi)            
to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(d);


(xvii)            
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage 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; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by
Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


(xviii)            
to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;




    	 	-187-	 



     


    

(xix)            
 to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


(xx)            
to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


(xxi)            
[RESERVED];


(xxii)            
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


(xxiii)            
to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


The Master Servicer
shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master
Servicer, the applicable Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced
Paying Agent or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage
Loan pursuant to or as contemplated by this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable
Non-Serviced PSA.


The Master Servicer
shall keep and maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property
basis, for the purpose of justifying any withdrawal from the Collection Account.


The Master Servicer
shall pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing
Officer of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible
Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may
rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. The Special Servicer
shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and, when
appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account.


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out
of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise
be payable to the related Companion Loan(s), as applicable.




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(b)            
 The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account
for any of the following purposes (the following not being an order of priority):


(i)            
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant
to Section 4.01(c);


(ii)            
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


(iii)            
to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) with respect to the Mortgage Loans;


(iv)            
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the
Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust
Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section
10.01(g) or Section 10.01(m) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


(v)            
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on
the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee,
the Certificate Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant
to Section 10.01(h);


(vi)            
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(d) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


(vii)            
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein;


(viii)            
to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section
9.01; and




    	 	-189-	 



     


    

(ix)            
 termination of this Agreement pursuant to Section 9.01.


     (c)            
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(l).


     (d)            
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


(i)            
to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect
of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


(ii)            
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section
9.01.


     (e)            
[RESERVED]


     (f)             
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing
Fee listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator
Fee listed in Section 3.05(b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of
any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees
payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator
shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient
to reimburse the full amount of Advances and interest thereon listed in Section 3.05(a)(ii), Section 3.05(a)(iii),
Section 3.05(a)(iv), Section 3.05(a)(v) and Section 3.05(a)(vi) then reimbursements shall be paid first
to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third to the
Master Servicer and then to the Operating Advisor.


     (g)            
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of
the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall
have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution
Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master
Servicer for deposit into the Collection Account for the following purposes:


(i)            
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this
Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property
(together with any interest on such Advances);




    	 	-190-	 



     


    

(ii)            
 to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not
paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


(iii)            
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case
may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage
Loan or any related successor REO Loan;


(iv)            
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan or Serviced REO Property to cover the items contemplated by the immediately
preceding clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and


(v)            
On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


     (h)            
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect
of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account
to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


     (i)             
The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(m).


     Section
3.06       Investment of Funds in the
Collection Account, the Loan REMIC Residual Distribution Account, REO
Account and Loss of Value Reserve Fund. (a)  The Master Servicer may direct any depository institution maintaining the Collection Account, the Companion
Distribution Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment
Account”), the Special Servicer may direct any depository institution maintaining the REO Account and Loss of Value
Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it
is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this




    	 	-191-	 



     


    

Agreement, if a Person other than the
depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are
required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is
the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment
Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on behalf of the Trustee
(in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account,
the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in
the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on
behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account,
such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as applicable,
that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall
have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its
security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held
in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master
Servicer or the Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably
necessary to cause the Trustee to have control over such security entitlement. 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 (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
shall:


(i)            
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 (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


(ii)            
demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment
in respect of funds thereafter on deposit in the Investment Account.


     (b)            
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect
to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at
its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income
realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including
any Distribution




    	 	-192-	 



     


    

Date to and including the immediately
succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its
withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted
Investment (as to which the Master Servicer or Special Servicer, as the case may be, would have been entitled to any Net Investment
Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer, as the case may be, and on deposit in any
of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account,
the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained
by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance Date, without right
of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from and including the
prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; 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 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 satisfied the qualifications
set forth in the definition of Eligible Account at the time such investment was made (and such federal or state chartered depository
institution or trust company is not an Affiliate of the Master Servicer or the Special Servicer, as applicable, unless such depository
institution or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time
the investment was made and (y) thirty (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, the Master Servicer
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.


Section 3.07      
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The
Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by
the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided
in the next sentence with respect to the Master Servicer or the Special Servicer, as the case may be) or if the Trustee does not
have an insurable interest. If the Mortgagor does not so maintain such insurance coverage or the Mortgaged Property is an REO Property,
subject to its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with respect to
the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer
(with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required
under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such




    	 	-193-	 



     


    

insurance is available to the Master
Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined
by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) (provided
that any determination that such insurance coverage is not available or not available at commercially reasonable rates shall be
made (i) prior to the occurrence and continuance of any Control Termination Event and other than with respect to any Excluded
Loan, with the consent of the Directing Certificateholder and (ii) after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect
to any Excluded Loan, after consultation with the Directing Certificateholder (or, in each case, with respect to any Serviced AB
Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced
AB Whole Loan Controlling Holder)) (in the case of the Directing Certificateholder, other than with respect to any Excluded Loan
as to such party), except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as
determined by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially
Serviced Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the
insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special
Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing
Standard taking into account the insurance in place at the closing of the Mortgage Loan; provided that, with respect to
the immediately preceding proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing Standard
to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar
acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Master Servicer (with respect
to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) (i) unless a Control
Termination Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing
Certificateholder and (ii) after the occurrence and during the continuance of a Control Termination Event, but prior to the
occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan, after consultation
with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) (other
than with respect to any Excluded Loan as to such party), and only in the event the Trustee has an insurable interest therein and
such insurance is available to the Master Servicer or the Special Servicer, as the case may be, and, if available, can be obtained
at commercially reasonable rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance consultants
(at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable rates.
Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided
in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced
Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing and other than
with respect to any Excluded Loan, with the consent of the Directing Certificateholder and (ii) after the occurrence and during
the continuance of a Control Termination




    	 	-194-	 



     


    

Event, but prior to the occurrence and
continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan, after consultation with the
Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) (in each case, other
than with respect to any Excluded Loan as to such party)), that such insurance is not available at commercially reasonable rates
or that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely
on the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related
Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect
of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of
the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be
noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which
case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in
the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such
Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan
documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred
by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced
Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on
its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be
a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions
to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any),
notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer
in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related
REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master
Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07
shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the
contrary, the Master Servicer




    	 	-195-	 



     


    

shall not be required to maintain, and
will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently
available at commercially reasonable rates.


Notwithstanding the
foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in
types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires
from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions; provided that the Master Servicer and the Special Servicer shall be entitled to conclusively rely upon certificates
of insurance in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase
insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase
such insurance and (C) notify the Special Servicer if it has knowledge that any insurance policy for a Mortgaged Property
securing a Specially Serviced Loan contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master
Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase
the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the Master Servicer (with
respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) determines in accordance
with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special Servicer (with regard to such
determination made by the Special Servicer) shall notify the Master Servicer and the Master Servicer shall use efforts consistent
with the Servicing Standard to cause such insurance to be maintained. The Master Servicer and the Special Servicer (with respect
to the Special Servicer, at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations.
The Master Servicer shall be entitled to rely on insurance consultants (at the expense of the Master Servicer) in determining whether
Additional Exclusions exist. Furthermore, the Master Servicer or the Special Servicer, as applicable, shall promptly deliver such
conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the
Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the
Mortgage Loans then included in the Trust. During the period that the Master Servicer or the Special Servicer is evaluating the
availability of such insurance or waiting for a response from the Directing Certificateholder or the holder of any Companion Loan
(or, with respect to a Serviced AB Whole Loan, the holder of the related Subordinate Companion Loan), neither the Master Servicer
nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure
to maintain) such insurance and will not be in default of its obligations as a result of such failure and the Master Servicer will
not itself maintain such insurance or cause such insurance to be maintained.


(b)            
(i) If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified
Insurer insuring against fire and hazard losses on all




    	 	-196-	 



     


    

of the Mortgage Loans (including any
related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a
Non-Serviced Mortgaged Property), as the case may be, required to be serviced and administered hereunder, then, to the extent such
Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special
Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be maintained on the
related Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which case the Master
Servicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property
a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or
more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection Account from its own funds
the amount of such loss or losses that would have been covered under the individual policy but are not covered under the blanket
Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that
pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and
Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf
of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance
with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake
insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially
reasonable rates, the cost of which shall be a Servicing Advance.


(ii)            
If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
Insurance Policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.




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     (c)            
 Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement a blanket fidelity bond and 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 misappropriation of funds or
errors or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be,
and shall furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


     (d)            
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has
been made available), the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
(in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance
is available at commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and
to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the
extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an
amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the
Master Servicer shall promptly make a Servicing Advance for such costs.


     (e)            
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage
not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus
such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing
Standard. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of
the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid
by the Master Servicer as a Servicing Advance.




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     (f)             
 Each of the Operating Advisor and Asset Representations Reviewer 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.


     (g)            
Notwithstanding anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the
deposit account or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer
(or its immediate or remote parent), as applicable, is rated at least “A-” by S&P or “A-” by Fitch
(if rated by Fitch), the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable,
shall be allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


     Section 3.08      
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-sale” clause, which by its terms:


(i)            
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


(ii)            
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) or
the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan containing a “due-on-sale” clause (x) to accelerate the payments
thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any
right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to
clause (xiii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event
shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing
Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described
under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred
and be continuing and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have
consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) after
the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted
with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) (provided that, in the case
of clause (A), clause (B), and clause (C), such consent shall be deemed given or such consultation shall be deemed
to have




    	 	-199-	 



     


    

occurred, as applicable, if a response
to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt
of the Special Servicer’s written recommendation, which may be in the form of an Asset Status Report, and analysis and all
information reasonably requested by the Directing Certificateholder or the Operating Advisor, as applicable, and reasonably available
to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) with respect to
any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $35,000,000, (y) with a Stated Principal
Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together
with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage
Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal
Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating
Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), provided, however,
that with respect to sub-clauses (y) and (z) of this sub-clause (ii), such Mortgage Loan shall also have
a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is
continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the
related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


In connection with
any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities,
the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case
may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the
17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained
in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially
Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied.




    	 	-200-	 



     


    

     (b)            
 As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


(i)            
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


(ii)            
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof)
or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right
to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii)
of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event shall have occurred
and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder
shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section
6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing,
and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the
Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) after the occurrence
and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted with the Operating
Advisor if and to the extent required pursuant to Section 6.08(a) (provided that in the case of clause (A),
clause (B) and clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred, as
applicable, if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business
Days after receipt of the Special Servicer’s written recommendation, which may be in the form of an Asset Status Report,
and analysis and all information reasonably requested by the Directing Certificateholder or the Operating Advisor, as applicable,
and reasonably available to the Special Servicer in order to grant or withhold such consent or conduct such consultation), and
(ii) the Master Servicer or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance
that is greater than or equal to 2% of the Stated Principal Balance of the outstanding




    	 	-201-	 



     


    

Mortgage Loans or (B) has an LTV
Ratio greater than 85% (including any existing and proposed debt) or (C) has a debt service coverage ratio less than 1.20x
(in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan,
if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated
Principal Balance) or (E) has a Stated Principal Balance greater than $35,000,000; provided, however, that with
respect to sub-clauses (A), (B), (C) and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated
Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


In connection with
any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities,
the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer or the Master Servicer, as applicable,
shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in
accordance with Section 3.25 of this Agreement.


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make
the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where
no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage
Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially
Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee
of record, shall determine whether such conditions have been satisfied.


Upon receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect
to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that
is a Non-Specially Serviced Loan and other than any transfers or assumptions provided for in clause (xiii) of the definition
of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes
a Master Servicer Decision pursuant to clause (xiii) or clause (xiv) of the definition thereof, the Master Servicer shall
promptly forward such request to the Special Servicer




    	 	-202-	 



     


    

and the Special Servicer shall process
such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Master
Servicer will have no further obligation with respect to such request or due-on-sale or due-on-encumbrance. The
Master Servicer shall continue to cooperate with the Special Servicer by delivering to the Special Servicer any additional information
in the Master Servicer’s possession requested by the Special Servicer relating to such consent or waiver with respect to
a “due-on-sale” or “due-on-encumbrance” clause. The Master Servicer shall not be permitted
to process any request relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”
clause (other than any transfers or assumptions provided for in clause (xiii) of the definition of Master Servicer Decision
and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision
pursuant to clause (xiii) or clause (xiv) of the definition thereof) and shall not be required to interface with the
Mortgagor or provide a written recommendation and analysis with respect to any such request.


(c)            
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


(d)            
Except as otherwise permitted by Section 3.08(a), Section 3.08(b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section
3.08. The Master Servicer and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with
respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects
pursuant to Section 3.08(a) or Section 3.08(b) to each other and to the 17g-5 Information Provider with respect
to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this
Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance
with Section 3.25) and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution
agreement executed pursuant to Section 3.08(a) or Section 3.08(b) and shall forward thereto a copy of such agreement.


(e)            
[RESERVED].


(f)             
For the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause other than in compliance with the
provisions of Section 3.08(a) through (d) hereof. In the case of the Special Servicer, no such waiver or consent shall
be made without (x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan, the consent (or deemed consent) of the Directing Certificateholder having been obtained if and
to the extent required by, and pursuant to the process described under Section 6.08(a), (y) (i) after the occurrence
and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan, consultation with the Directing Certificateholder if and to the
extent required pursuant to Section 6.08(a) and (z) after




    	 	-203-	 



     


    

the occurrence and during the continuance
of an Operating Advisor Consultation Event, consultation with the Operating Advisor if and to the extent required pursuant to Section
6.08(a).


(g)            
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as
applicable, makes a determination under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the
related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without
the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other
fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided
for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations
Section 1.1001-3(e)(2).


Section 3.09      
Realization Upon Defaulted Loans and Companion Loans. (a)(a)  Upon
an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt,
the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with
a copy of such notice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this
Section 3.09, Section 3.24, subject to the Directing Certificateholder’s and the Operating Advisor’s
respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related
Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related
Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released
from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which
a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the Special Servicer shall not
be required to make a Servicing Advance and expend funds toward the restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property
to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance,
and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together with accrued and unpaid
interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such
proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require
the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale
or similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the
Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results
of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing
Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a Defaulted Loan or any




    	 	-204-	 



     


    

related defaulted Companion Loan, whether
for purposes of bidding at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized
to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall
be paid by the Master Servicer as a Servicing Advance.


     (b)            
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


(i)            
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


(ii)            
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event.


     (c)            
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer
nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise,
or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of
the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any
such acquisition of title or other action, that:


(i)            
such 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 with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


(ii)            
there are no circumstances present at such 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 with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.




    	 	-205-	 



     


    

The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master
Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust
and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master
Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made from amounts
on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment
so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after
such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems
necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have
been satisfied. The Special Servicer shall review and be familiar with the terms and conditions relating to enforcing claims and
shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer and using reasonable
efforts to perform any actions required under such policy) under each environmental insurance policy in effect and obtained on
behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders and
the Trustee (as holder of the Lower-Tier Regular Interests).


(d)            
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to
Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special
Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire
title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination
Event (or with respect to any Serviced AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal
Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any
Excluded Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal
balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer
and (A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any Excluded Loan)
the Directing Certificateholder, in writing of its intention to so release such Mortgaged Property and the bases for such intention,
(ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition
to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority
of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of
the Certificate Administrator’s posting such notice to the Certificate




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Administrator’s Website (failure
to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent that any
fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such
fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect
such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


(e)            
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the
Directing Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider
monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or
defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either
of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until
the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage
Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


(f)             
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


(g)            
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the
maintenance of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms
of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.


(h)            
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion
Loan or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination
shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator and the Directing
Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


Section 3.10      
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a)  Upon
the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the
Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes,




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the Master Servicer or the Special Servicer,
as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such
notice and request shall be in the form of a Request for Release signed by a Servicing Officer and 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 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will
be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if
the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian
shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided that
in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not
be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


(b)            
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or
such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the
Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole
Loan, the related Companion Loan), was 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 (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


(c)            
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required 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. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.




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(d)            
 If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable
Non-Serviced PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced
Master Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian
shall release or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


Section 3.11      
Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than
the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced
Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage
Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the
same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage
Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan,
Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except
that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered
under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be
payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis,
from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as
otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect
of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted
by Section 3.05(a).


Except as set forth
in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section
7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer
of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof).
With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts
payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


The Master Servicer
shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; provided that if any such matter




    	 	-209-	 



     


    

involves a Major Decision, then the
Master Servicer shall be entitled to 50% of such Excess Modification Fees (provided, however, the Master Servicer
shall receive 0% of any fees collected with respect to any COVID Modification), (ii) 100% of all assumption application fees
and other similar items received on any Non-Specially Serviced Loans for which the Master Servicer is processing the underlying
assumption-related transaction (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement) that are Master Servicer Decisions and 100% of all defeasance fees (provided that for the avoidance
of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer
is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees
(other than assumption application and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions
performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan,
to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer Decisions; provided that
if any such matter involves a Major Decision, then the Master Servicer shall be entitled to 50% of such assumption, waiver, consent
and earnout fees and other similar fees, and only to the extent that all amounts then due and payable with respect to the related
Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid. In addition, the Master Servicer shall be entitled
to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially
Serviced Loan) any charges for beneficiary statements and demand charges actually paid by the related Mortgagors to the extent
such beneficiary statements or demand charges were prepared by the Master Servicer, amounts collected for checks returned for insufficient
funds with respect to the accounts held by the Master Servicer and reasonable review fees in connection with any Mortgagor request
to the extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually
paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the
Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section
3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges
to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund
in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned
on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor,
and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on
the Mortgage Loans (other than the Non-Serviced Mortgaged Loans) and any Serviced Companion Loan, during the related Collection
Period to the extent not required to be paid as Compensating Interest Payments. The Master 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 due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring
against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the
Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this
Agreement.




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Notwithstanding anything
herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge
to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced
Pari Passu Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or
termination of Midland Loan Services, a Division of PNC Bank, National Association as the Master Servicer, all or any portion of
the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of
the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05
and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate,
and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement
and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing
Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding
any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer hereunder
(subject to reduction pursuant to the preceding sentence).


A Liquidation Fee
will be payable to the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) with respect
to which the Master Servicer acts as Enforcing Servicer and obtains (i) any Liquidation Proceeds or Insurance and Condemnation
Proceeds or (ii) Loss of Value Payments (including with respect to any related Companion Loan, if applicable).


(b)            
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating
to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue
from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced
Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting
which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive 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. For the sake of clarity, nothing herein is intended to limit the Special Servicer’s right to share a portion of
such compensation with the Directing Certificateholder after it is received nor to imply that there may not be more than one Special
Servicer appointed under this Agreement; provided that no one Mortgage Loan may be serviced by more than one Special Servicer
at any time. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


(c)            
Additional servicing compensation in the following form shall be promptly paid to the Special Servicer by the Master Servicer
(or directly from the related Mortgagor) to the




    	 	-211-	 



     


    

extent such fees are paid by a Mortgagor
and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a): (i) 100% of all Excess
Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans and 100% of assumption
fees and other similar fees received with respect to Specially Serviced Loans and 100% of any Modification Fees collected with
respect to any COVID Modification, (ii) 100% of all assumption application fees and other similar items on any Specially Serviced
Loans and 100% of assumption application fees and other similar items on any Non-Specially Serviced Loans for which the Special
Servicer is processing the underlying assumption-related transaction that is a Major Decision, (iii) 100% of waiver, consent
and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement
on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, (iv) 50%
of all Excess Modification Fees (other than Modification Fees related to a COVID Modification) related to modifications, waivers,
extensions or amendments of any Non-Specially Serviced Loan to the extent the matter involves a Major Decision and (v) 50%
of all assumption, waiver, consent and earnout fees received with respect to any Non-Specially Serviced Loan to the extent
that the matter involves a Major Decision. Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) any
charges for beneficiary statements and demand charges actually paid by the related Mortgagors to the extent such beneficiary statements
or demand charges were prepared by the Special Servicer, (iii) amounts collected for checks returned for insufficient funds
with respect to the accounts held by the Special Servicer and (iv) interest or other income earned on deposits relating to
the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled
to charge any Mortgagor for and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage
Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the
related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. The Special Servicer shall also
be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout
Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt
by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in
excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however,
that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000,
then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related
Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected
Loan (including any related Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with
respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess
Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable
if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such
Specially Serviced Loan (including a Serviced Companion Loan) again becomes a Corrected Loan. The Special Servicer shall not be
entitled to any Workout Fee with




    	 	-212-	 



     


    

respect to a Non-Serviced Mortgage Loan.
If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout
Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination
or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced
Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event
of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing,
but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor
had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan
as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer shall not be
entitled to any portion of such Workout Fees. The Special Servicer shall not be entitled to receive any Workout Fees after termination
for cause. A Liquidation Fee shall be payable to the Special Servicer with respect to (a) each Non-Specially Serviced Loan with
respect to which the Special Servicer acts as the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced
Mortgage Loan) and (c) each REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds or Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and 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 and Insurance
and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. 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 proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement,
as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer
will also be entitled to additional fees in the form of Penalty Charges. 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 REO Properties, due and owing to any of its Sub-Servicers and the premiums
for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


For the avoidance
of doubt, with respect to any fee split (other than a fee split with respect to Penalty Charges) between the Master Servicer and
the Special Servicer pursuant to the terms of this Agreement, 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




    	 	-213-	 



     


    

and (y) to the extent either 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 will 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 (other than Penalty Charges),
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 percentage interest of such fee
charged by the Special Servicer. Similarly, if the Special Servicer decides not to charge any fee (other than Penalty Charges),
the Master Servicer shall still be entitled to charge the portion of the related fee the Master Servicer would have been entitled
to if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any percentage interest of such
fee charged by the Master Servicer.


(d)            
In determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to
the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan
and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty
Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such
Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially waived any Penalty Charge
(part




    	 	-214-	 



     


    

of which accrued when the related Mortgage
Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan),
any collections in respect of such Penalty Charge shall be shared pro rata by the Master Servicer and the Special Servicer
based on the respective portions of such Penalty Charge to which each would otherwise have been entitled. Notwithstanding the foregoing
or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable
Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance
with this Section 3.11(d).


If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer shall service and
administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan
or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as
the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing
Shift Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing
Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Date, the Non-Serviced Special Servicer
and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer
were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special
Servicer were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


(e)            
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has
received, to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may
include HTML, Word or Excel compatible format, clean and 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, if any, with respect to such Distribution Date; provided
that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


(f)             
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 Mortgagor, any property manager, any guarantor or indemnitor
in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan and Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


(g)            
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment




    	 	-215-	 



     


    

instructions as CREFC®
may provide to the Master Servicer in writing at least two Business Days prior to the Remittance Date) the CREFC®
Intellectual Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and,
to the extent sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee
to CREFC® in accordance with Section 3.05(a)(xiii) on a monthly basis, from funds on deposit in the Collection
Account.


Section 3.12      
Inspections; Collection of Financial Statements; Delivery of Reports. (a)  The
Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection
of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan
or an REO Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and
(ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year
2022 (and each Mortgaged Property shall be inspected on or prior to December 31, 2023); provided, however, that
if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer
will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any
scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect
or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced
Loan or REO Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan or REO Loan. The cost
of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense
of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received
from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, in
the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if
any) and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared
a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident
from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report
has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer
or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material,
(iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the
Master Servicer shall promptly following




    	 	-216-	 



     


    

preparation deliver or make available
a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the
other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan that is a Specially Serviced Loan). Within five (5) Business Days
after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall
deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer,
as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review
by NRSROs (including Rating Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan
that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation Termination Event, the Master Servicer
shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling
Class Certificateholder (which request may state that such items may be delivered until further notice).


(b)            
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter
ending June 30, 2021 and the calendar year ending on December 31, 2021, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer
and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related
Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each
REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such
items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as
applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator,
the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt
thereof, but in no event, in the case of annual statements, later than June 30 of each year, commencing in 2022 for the 2021
calendar year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer
or the Special Servicer, as the case may be, shall deliver or make available electronic copies of such items to the Certificate
Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO to receive copies of
any portion of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver or make available additional
copies of the requested items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


Furthermore, with
respect to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual
or quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g. debt yield tests,
debt service coverage ratio tests and/or loan-to-value ratio tests) in connection with cash management




    	 	-217-	 



     


    

triggers or the commencement of additional
required Escrow Payments, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case
of any Non-Specially Serviced Loan, as applicable (only to the extent the related information required for such testing is to be
delivered to the Master Servicer or Special Servicer pursuant to the related Mortgage Loan Documents and is actually delivered
to either the Master Servicer or the Special Servicer), shall use reasonable efforts to conduct such financial testing within the
timeframes contemplated by such Mortgage Loan documents. Furthermore, in accordance with this Section 3.12(b), with
respect to any Mortgage Loan (or Serviced Whole Loan), the Master Servicer, in the case of any Non-Specially Serviced Loans, and
the Special Servicer, in the case of Specially Serviced Loans, shall use reasonable efforts to collect financial statements from
the related Mortgagor for the periods set forth in the related Mortgage Loan documents (e.g., and as applicable, for the
entire fiscal year where annual reporting is required).


In addition, the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that
are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


(i)            
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing for the quarter
ending on June 30, 2021, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor
is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide,
such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however,
that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided
in the then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable
CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year)
is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing
12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC®
Servicer Watch List). Promptly following the initial preparation and each material revision thereof, the Special Servicer shall
deliver to the Master Servicer (in electronic format) each CREFC® Operating Statement Analysis Report with respect
to Specially Serviced Loans and REO Properties, along with the related operating statements. The Master Servicer shall deliver
or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced
Companion Loan).


(ii)            
Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent
that any such information is in the form of normalized year-end financial statements that have been based on a minimum number
of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines)
for the calendar year ending December 31, 2021, a CREFC® NOI Adjustment Worksheet (but only to the extent the
related Mortgagor is required by the related Mortgage




    	 	-218-	 



     


    

Loan documents to deliver and
does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic
format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and, upon request,
the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information
Provider’s Website.


(c)            
At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic
format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


(d)            
Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning April 2021, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received
the CREFC® Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan
Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC®
REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first Distribution Date), (C) the
most recent CREFC® Property File, and CREFC® Comparative Financial Status Report (in each case incorporating
the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by
the Special Servicer and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current
as of such Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC
Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the
report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the Special
Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning April 2021,
the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any




    	 	-219-	 



     


    

applicable CREFC® Loan
Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received
from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date
beginning April 2021, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic
format the CREFC® Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC®
Appraisal Reduction Template, if provided for such Distribution Date. In no event shall any report described in this subsection
be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections
not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report
is due.


Not later than 5:00
p.m. (New York City time) two (2) calendar days following each Distribution Date (provided that if the second calendar day is not
a Business Day, then the immediately succeeding Business Day) beginning in April 2021, the Master Servicer shall deliver to the
Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format provided, however,
that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File unless the Depositor
has delivered the items required pursuant to Section 2.01(i) in both EDGAR-Compatible Format and Excel Format. If the Certificate
Administrator does not receive such CREFC® Schedule AL File from the Master Servicer by 5:00 p.m. (New York
City time) on the date specified in the immediately preceding sentence, it shall immediately request such CREFC®
Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com and send a copy of such request to the Depositor
via email to daniel.vinson@barclays.com. In preparing the CREFC® Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer shall be
entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable
requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect
on the Closing Date of the Initial Schedule AL File, any Initial Schedule AL Additional File and Annex A-1 to the Prospectus.
The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related
Schedule AL Additional File in EDGAR-Compatible Format. The CREFC® Schedule AL File and the Schedule AL Additional
File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple
CREFC® Schedule AL Files or Schedule AL Additional Files unless, solely with respect to the Master Servicer, multiple
Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy
of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. The Certificate Administrator
shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File or Schedule AL Additional
File solely by its receipt thereof.


In the absence of
manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information
and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the
Master Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute, verify
or recalculate any of the amounts and other information stated therein.




    	 	-220-	 



     


    

(e)            
 The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer
pursuant to Section 3.11(e), Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or
make available to the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer
may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section
3.11(e), Section 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information
or reports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent
that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant
to Section 3.11(e), Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared
and delivered by the Special Servicer pursuant to Section 3.11(e), Section 3.12(b) or Section 3.12(c), the
Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received
the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to
a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide
any information or report required under Section 3.11(e), Section 3.12(b) or Section 3.12(c) of this Agreement.


(f)             
Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the
extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer
may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable
law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(g)            
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make
available any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer,
as the case may be, 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 (with respect to items delivered by the Master Servicer)
or the Certificate Administrator’s Website, unless this Agreement expressly specifies a particular method of delivery.


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.



    	 	-221-	 



     


    




Section
3.13       Access to Certain Information.
(a)  Each of the Master Servicer and the Special Servicer shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America 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 such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee
and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient
to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours
at the offices of the Certificate Administrator or the Custodian.


The failure of the
Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this
Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information
provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix
to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition
access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X,
or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s website or the Special Servicer’s website (if any); (iii) withhold access to confidential
information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File
for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege. 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 to the extent that the Master Servicer or the
Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing
Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver
of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality
of the foregoing, the Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular
Mortgage Loan.




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Notwithstanding the
limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer
or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available
at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or
Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master
Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer
or the Special Servicer, as applicable, may require 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 applicable, generally to the effect that
such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance
and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may
have under this Agreement.


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
(except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the
related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such
capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


(b)            
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


(i)            
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


(A)          
the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


(B)          
this Agreement and any amendments and exhibits hereto;


(C)          
any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;




    	 	-223-	 



     


    

(D)          
 the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


(E)           
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


(ii)            
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


(A)          
any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


(iii)            
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


(A)          
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


(B)          
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


(C)          
all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


(iv)            
The following documents, which will initially be made available under a tab or heading designated “additional documents”:


(A)          
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section
3.19(d);


(B)          
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section
3.12(a);


(C)          
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


(D)          
a detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative
Appraisal Reduction Amount on a current and cumulative basis; and




    	 	-224-	 



     


    

(E)           
 the CREFC® Appraisal Reduction Template;


(v)            
The following documents, which will initially be made available under a tab or heading designated “special notices”:


(A)          
any notice with respect to a release pursuant to Section 3.09(d);


(B)          
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


(C)          
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j);


(D)          
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer
delivered pursuant to Section 7.01;


(E)           
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Section 12.01;


(F)           
any Asset Review Report Summary received by the Certificate Administrator;


(G)          
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


(H)          
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(I)             
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


(J)            
any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


(K)          
any notice of termination pursuant to Section 9.01;


(L)           
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of
the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section
3.26 or Section 12.03, respectively;


(M)         
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section



    	 	-225-	 



     


    




7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


(N)          
any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared
by the Operating Advisor in connection with such recommendation;


(O)          
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred
or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to
exist due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such
notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation
Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan);


(P)           
any notice that an Operating Advisor Consultation Event has occurred or is terminated;


(Q)          
any notice of the occurrence of an Operating Advisor Termination Event;


(R)          
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


(S)           
any assessments of compliance delivered to the Certificate Administrator; and


(T)           
any attestation reports delivered to the Certificate Administrator;


(U)          
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


(V)          
any Proposed Course of Action Notice; and


(W)         
any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the
Certificate Administrator to post to the “Special Notices” tab;


(vi)            
the “Investor Q&A Forum” pursuant to Section 4.07(a);


(vii)            
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


(viii)            
the “U.S. Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance
by the Retaining Sponsor with the Risk Retention Rules and (B) any noncompliance by the Third Party Purchaser or a successor
third party purchaser with the applicable provisions of the Risk Retention Rules;




    	 	-226-	 



     


    

provided that with respect to
a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded
Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of such event if
it has been notified of or has knowledge of the existence of such Excluded Loan.


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B) above
on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the
Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage
Loans available through its Internet website.


Notwithstanding the
foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Loan(s)).


Any Person that is
a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available
to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the
Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer
or the Special Servicer, in electronic form) of an investor certification substantially in the form of Exhibit P-1D
and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F,
which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such
Excluded Controlling Class Holder shall be entitled to access all information (other than the Excluded Information with
respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation
is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


In the case of the
Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery
of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
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 rely on
(i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a
Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an
investor certification in the form of Exhibit P-1D in physical form (or, solely with respect to the Master Servicer
or the Special Servicer, in electronic form) hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is an




    	 	-227-	 



     


    

Excluded Controlling Class Holder with
respect to one or more Excluded Controlling Class Loan(s). In the event the Directing
Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, 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 P-1E that such party has become an Excluded Controlling Class Holder
with respect to the Excluded Controlling Class Loan(s) listed in such notice
and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing
each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator
to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the
extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such
Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D
in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) to access the information
on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access
any Excluded Information related to any Excluded Controlling Class Loan(s) (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at a
later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


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 Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the form of
Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an
Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder
that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling
Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website,
such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


Each of the Master
Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely
on delivery from the Directing




    	 	-228-	 



     


    

Certificateholder or a Controlling Class
Certificateholder of an investor certification substantially in the form of Exhibit P-1B that it is not or is no
longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder or a Controlling Class Certificateholder
receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder shall be
deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related
Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Certificateholder
or Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, 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 representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling
Class Loan to the extent such information was included in the summary of a Final Asset Status Report delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating to any Excluded
Controlling Class Loan.


In connection with
providing access to the Certificate Administrator’s Website (other than with respect to access provided to the general public
in accordance with Section 3.13(b), 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. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


(c)            
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the
extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BBCMS 2021-C9” 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:


(i)            
any notices of waivers under Section 3.08(d);


(ii)            
any Asset Status Report delivered by the Special Servicer under Section 3.19(d);




    	 	-229-	 



     


    

(iii)            
 any notice of final payment on the Certificates;


(iv)            
any environmental reports delivered by the Special Servicer under Section 3.09(c);


(v)            
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


(vi)            
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or
Section 11.10;


(vii)            
any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


(viii)            
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


(ix)            
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


(x)            
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section
3.25(a);


(xi)            
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(xii)            
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


(xiii)            
any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant
to Section 7.01;


(xiv)            
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


(xv)            
any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant
to Section 13.01(a)(ix);


(xvi)            
any Operating Advisor Annual Report pursuant to Section 3.26;


(xvii)            
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information
delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency
Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related




    	 	-230-	 



     


    

Companion Loan, the related Mortgaged
Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided
that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant
to Section 3.13(g);


(xviii)            
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09
or Section 11.10; and


(xix)            
any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section
13.10.


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information
will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time,
on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5
Information Provider 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. In the
event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information 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
merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider,
as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification
in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information
Provider’s Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to
(866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “BBCMS 2021-C9” in the
subject line).


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(c). 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.


Upon request of the
Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website
any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the
17g-5 Information Provider electronically in accordance with this Section 3.13. In no event




    	 	-231-	 



     


    

shall the 17g-5 Information Provider
disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


The 17g-5 Information
Provider shall provide a mechanism to notify 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. The 17g-5 Information Provider shall notify any party that delivers any information, report, notice
or document to the 17g-5 Information Provider under this Agreement that such information, report, notice or document was received
and that it has been posted.


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic
mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BBCMS 2021-C9” 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.


(d)            
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information
that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5
Information Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance
with the timeframe provided in Section 3.13(c) above; provided, however, that if the 17g-5 Information
Provider is not able to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such
information within a reasonable time. The Master Servicer or the Special Servicer, as applicable, shall not send any such information
directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the
17g-5 Information Provider’s Website.


(e)            
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Financial Market Publishers)
with the consent of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate
Administrator. Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


(f)             
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 relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional
information is simultaneously delivered to the 17g-5 Information Provider for posting




    	 	-232-	 



     


    

on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited
by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information), applicable law or by the related Mortgage 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 and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially
in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information is
being provided through the Master Servicer’s website or the Special Servicer’s website (if any), 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 website or the Special Servicer’s
website (if any), 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 3.13(f) 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, 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 an investment advisor related thereto, an Investor Certification indicating that such Person
is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto 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 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may
be.


(g)            
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the




    	 	-233-	 



     


    

17g-5 Information Provider with
such written summary in accordance with the procedures set forth in Section 3.13(c) the same day such communication takes
place; provided, further, that the summary of such oral communications shall not identify 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 3.13(c).


(h)            
Without limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer
shall provide to the Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset Status Reports and approved
or deemed approved Major Decision Reporting Packages (only with respect to any Specially Serviced Loans) and after an Operating
Advisor Consultation Event, Asset Status Reports and Major Decision Reporting Packages. In addition, the Special Servicer, subject
to the limitations on delivery of Privileged Communications, shall provide to the Operating Advisor such reports and other information
produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence and continuance of an Operating
Advisor Consultation Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally,
requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


(i)             
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer 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, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer 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, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as the case may be, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been
provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or
(z) the Rating Agency confirms 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 under this
clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement)
or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or
another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).


(j)             
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.



    	 	-234-	 



     


    




Section
3.14       Title to REO Property; REO
Account. (a)  If
title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that
purpose) and thus becomes REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted
by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee
or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case
of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this
Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder,
shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust acquires ownership
of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8)
of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days
prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC
Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service
to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed
to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent
to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event.
If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel,
as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section
3.05(a).


(b)            
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business
Days after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the
location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


(c)            
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of (x) the date that is on or prior to each Determination Date or




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(y) two (2) Business Days after
such amounts are received and properly identified and determined to be available (or with respect to a Serviced Companion Loan,
on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account
and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable),
the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of
(i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts
on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to
the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the Master
Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable,
on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date
(or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


(d)            
The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


Section 3.15      
Management of REO Property. (a)  If title to any REO
Property is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any
Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as
holder of the Lower-Tier Regular Interests or the Loan REMIC Regular Interests, as applicable) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in
an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case
of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests or
the Loan REMIC Regular Interests, as applicable) all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance
with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow
the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best
interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net
leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such
properly identified




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funds) in the applicable REO Account
all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account,
to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management,
leasing and maintenance of such REO Property, including, without limitation:


(i)            
all insurance premiums due and payable in respect of such REO Property;


(ii)            
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


(iii)            
any ground rents in respect of such REO Property, if applicable; and


(iv)            
all costs and expenses necessary to maintain and lease such REO Property.


To the extent that
amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer
in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary
for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor,
the Certificate Administrator and the Directing Certificateholder (with respect to any Mortgage Loan other than an Excluded Loan,
and prior to the occurrence and continuance of a Consultation Termination Event)) such advances would, if made, constitute Nonrecoverable
Servicing Advances.


(b)            
Without limiting the generality of the foregoing, the Special Servicer shall not:


(i)            
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise 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 completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related
Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)            
Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


unless, in any such case, the Special
Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to
the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the
meaning




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of Section 860G(a)(8) of the Code
at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are specified
in such Opinion of Counsel.


(c)            
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


(i)            
the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at
arm’s length;


(ii)            
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


(iii)            
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs
and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those
listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the Special Servicer upon receipt;


(iv)            
none of the provisions of this Section 3.15(c) 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 hereunder with respect
to the operation and management of any such REO Property; and


(v)            
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


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.


(d)            
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
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 Section 3.15(a) and Section 3.15(b).


Section 3.16      
Sale of Defaulted Loans and REO Properties. (a) (i)  Within thirty (30) days after a
Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received)
an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan
in accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process
of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination
as soon as reasonably practicable (but in any event within thirty




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(30) days) after its receipt of
such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances,
new information and other relevant factors, in each instance in accordance with a review of such circumstances and new information
in accordance with the Servicing Standard including, without limitation, the period and amount of the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy; provided that the Special Servicer shall
promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


(ii)            
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify
in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice
under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


(iii)            
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, to the
extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the
Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the
consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing, provided such Non-Serviced
Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance with
the Servicing Standard that such action would be in the best interests of the Certificateholders and, subject to the terms of the
related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer will not be entitled to a liquidation
fee), the Special Servicer will be entitled to the liquidation fee that the related Non-Serviced Special Servicer would have otherwise
been entitled to in connection with the sale of such Non-Serviced Mortgage Loan. The Special Servicer is required to give the Trustee,
the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder (other than with
respect to any Excluded Loan) and, in respect of any




    	 	-239-	 



     


    

Serviced AB Whole Loan, prior
to the occurrence of an AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan (in the case of the
Directing Certificateholder, other than in respect of any Excluded Loan as to such party) not less than ten (10) days’
prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase
Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first cash offer received
from any Person that constitutes a fair price for the Defaulted Loan.


(iv)            
(A) In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any
offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any
Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person
other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a fair
price for any Defaulted 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 9 months), among other factors,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine
whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable
Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from
an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least two other
offers are received from independent third parties. In determining whether any offer received from an Interested Person represents
a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of
the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or,
in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested
Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans
similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third
party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.
The reasonable fees of, and the costs of all Appraisals, inspection reports and broker opinions of value incurred by any such third
party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee will not engage
a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special Servicer shall
use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid
by the applicable Interested Person within




    	 	-240-	 



     


    

thirty (30) days of demand for
payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer
shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.
Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced
Loan.


(B)          
The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines ((i) with respect
to any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) subject to the limitations on consultation set forth in and in accordance with Section
6.08(a) and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party and, (ii) in the case of
a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the
Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would
be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender, and taking into account the subordinate or pari passu nature of
any Companion Loan). In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the
Special Servicer if it determines, in its reasonable judgment consistent with the Servicing Standard, that the acceptance of such
offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO
Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and,
if applicable, the related Companion Holder constituted a single lender, and taking into account the subordinate or pari passu
nature of any Companion Loan) (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); provided that the offeror is not
the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts
to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


(v)            
Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall
pursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and
foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and
the REMIC Provisions.


(b)            
(i) (A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of
a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related
Companion Loan). The




    	 	-241-	 



     


    

Special Servicer may also offer to sell
to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the entire REO Property, including
the portion relating to the related Companion Loan), if and when the Special Servicer determines, consistent with the Servicing
Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders. The Special Servicer
shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator and the Directing Certificateholder
(in the case of the Directing Certificateholder, in respect of any Mortgage Loan other than an Excluded Loan as to such party,
prior to the occurrence and continuance of a Consultation Termination Event), not less than ten (10) days’ prior written
notice of its intention to (i) purchase any REO Property at the Purchase Price therefor (including a calculation of the Purchase
Price) or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any
Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law,
and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate
of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and
may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned
by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


(B)          
In the absence of any such offer as set forth in sub-clause (A) above, the Special Servicer shall, subject to sub-clause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the
Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) at least two other offers are received from independent third parties. 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
hereto.


(C)          
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer
if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such
offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion
Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans) (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); provided that the




    	 	-242-	 



     


    

offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


(D)          
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the
Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the
Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall
be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state
of the local economy and the Trust’s obligation to comply with REMIC Provisions.


(ii)            
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents
may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated
in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee shall have any liability to the Trust or
any Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the Special
Servicer or the Trustee.


(c)            
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


(d)            
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell
the related




    	 	-243-	 



     


    

Mortgage Loan that has become a Defaulted
Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related Serviced Pari Passu Companion
Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to the Special Servicer
in writing. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price
for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person
and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted
to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole
Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent
is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless
the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business
Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior
to the permitted sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special
Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy
of the most recent Appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested
by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period
of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date,
all information and other documents being provided to other offerors and all leases or other documents that are approved by the
Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion
Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor
and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect
to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set
forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person
purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable
manner in making such determination. If the Trustee designates such a third party to make such determination, the Trustee shall
be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the
Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person.


(e)            
(i) Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan,
pursuant to the terms of the related Intercreditor




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Agreement, the related Subordinate Companion
Holder will have the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate
Companion Holder shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by such Subordinate Companion
Holder, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB
Subordinate Companion Loan will no longer be subject to this Agreement.


(ii)            
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


(f)             
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


(g)            
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust
pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


Section 3.17      
Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver
all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I
Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest
Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution
Account on each P&I Advance Date, without any right of reimbursement therefor.


(b)            
The Master Servicer or the Special Servicer, as applicable, shall provide to each Serviced Companion Noteholder any reports
or notices required to be delivered to such Serviced Companion Noteholder pursuant to the related Intercreditor Agreement.


(c)            
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 Mortgage Loans 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 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date,
for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to
any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such
an election at its




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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 option 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 to wait for principal collections on the Mortgage
Loans to be received until the end of such collection period before making its determination of whether to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at any time the Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections on or in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date,
then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider
fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the
Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after
such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different
information becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of the Master Servicer, it has not timely received from the Trustee information
required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances
described in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master Servicer or Trustee, as applicable, shall
give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable.
Notwithstanding the foregoing, failure to give notice as required by the preceding or second preceding sentence shall in no way
affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement or right
to obtain such reimbursement as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the
Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available
in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the Trustee, as the case may be, shall
have no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by
this Section 3.17(c).


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 3.17(c) or to comply with the terms of this Section
3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has been made; provided,
however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some
classes of Certificateholders to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer,
as applicable,




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constitute a violation of the Servicing
Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to
Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as the case may be, determines,
in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then
the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with
interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). 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 Reimbursement 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 the case may be, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders 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. Nothing herein shall be deemed to create
in the Certificateholders 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) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the
Servicing Standard and 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 any of the Companion Holders for any such election that such party makes
as contemplated by this Section 3.17(c) or for any losses, damages or other adverse economic or other effects that may arise
from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.
Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making
an election, that is authorized under this Section 3.17(c).


No determination by
the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


With respect to any
modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master
Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification
or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c).


(d)            
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special
Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the
applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such




    	 	-247-	 



     


    

amount may be used, if permitted under
the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose
consistent with the Servicing Standard and the loan documents, upon a subsequent default.


(e)            
Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the
Master Servicer or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such
modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


Section 3.18      
Modifications, Waivers, Amendments and Consents. (a)  The Special Servicer shall process waivers,
modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision
for all Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer
shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not involve a Major Decision. Except
as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section
3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth
thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and
with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult
with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the
terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Non-Specially
Serviced Loan and/or related Companion Loan that would constitute a Major Decision without (x) prior to the occurrence
and continuance of a Control Termination Event and other than with respect to any Excluded Loan, the consent (or deemed consent)
of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the
process described under, Section 6.08(a), (y) after the occurrence and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded
Loan, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section
6.08(a) or (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special
Servicer having consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a); and provided,
further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the
earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage
Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years
or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten
(10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such
Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date
of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or
default with respect thereto is not reasonably foreseeable, prior to any such extension, the Special Servicer shall (1) provide
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder (other
than with respect to any Excluded




    	 	-248-	 



     


    

Loan and prior to the occurrence and
continuance of a Consultation Termination Event), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent
permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense
of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification”
of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and
(2) subject to the Servicing Standard, (w) prior to the occurrence and continuance of a Control Termination Event and
other than with respect to any Excluded Loan, obtain the consent (or deemed consent) of the Directing Certificateholder, (x) after
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event, and other than with respect to any Excluded Loan, consult with the Directing Certificateholder, in each case
pursuant to the process described in Section 6.08(a) and (y) after the occurrence and during the continuance of an
Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required
pursuant to Section 6.08(a). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise
the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related
Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special
Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced
Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein
which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is
not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


If a Mortgagor satisfies
the requirements set forth in the definition of “COVID Modification” and subject to the determination and consent of
the Special Servicer, the Special Servicer may enter into a COVID Modification with the related Mortgagor. In exchange for a COVID
Modification Fee, the Special Servicer shall be responsible for processing any COVID Modification and any related COVID Modification
Agreement for any COVID Modified Loan.


The Mortgagors may
request payment forbearance because of COVID-19 related financial hardship. The Special Servicer shall be allowed to grant a COVID
Modification only if (i) prior to September 30, 2021, the period of forbearance granted, when added to any prior periods of
forbearance granted before or after the Trust acquired such Mortgage Loan (whether or not such prior grants of forbearance were
specifically covered by Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12)), does not exceed six months (or such
longer period of time as may be allowed by future guidance that is binding on federal income tax authorities) and such forbearance
is specifically covered by Section 5.02(2) of Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12), (ii) such forbearance
is permitted under another provision of this Agreement and the requirements under such provision are satisfied, or (iii) an Opinion
of Counsel is delivered to the effect that such forbearance will not result in an Adverse REMIC Event.


Any fees or other
charges charged by the Special Servicer in connection with processing any COVID Modification or related COVID Modification Agreement
with respect to




    	 	-249-	 



     


    

any COVID Modified Loan (in the aggregate
with any other COVID Modification or COVID Modification Agreement with respect to such COVID Modified Loan) shall not exceed an
amount equal to 0.30% of the Cut-off Date Balance of the applicable Mortgage Loan (plus reasonable and customary attorney’s
fees and expenses, out of pocket third party fees and expenses and filing fees) and shall only be borne by the related Mortgagor,
not the Trust (“COVID Modification Fees”), and no Special Servicing Fee, Workout Fee or Liquidation Fee will
be payable in connection with a COVID Modification. To the extent that a Mortgagor with respect to any Mortgage Loan or Serviced
Whole Loan defaults under a COVID Modification or the Mortgage Loan becomes a Specially Serviced Loan, all caps and limitations
on COVID Modification Fees shall not be applicable and the Special Servicer shall be entitled to all other fees that would otherwise
be payable to the Special Servicer from the Trust or otherwise, including Special Servicing Fees, Workout Fees, Liquidation Fees,
default interest and all other Mortgagor-paid fees.


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating
Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating
Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan that
is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special
Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the
next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision. The Master
Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by
the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision
and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any
Major Decision.


(b)            
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution




    	 	-250-	 



     


    

of collateral pursuant to the terms
of the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release
of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment
default or other material default has occurred or a payment default or other material default is, in the Special Servicer’s
judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special Servicer), is reasonably likely
to produce a greater (or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related
Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than
liquidation of such Specially Serviced Loan, then the Special Servicer may, but is not required to, agree to a modification, waiver
or amendment of such Specially Serviced Loan, subject to (w) the provisions of this Section 3.18(b) and Section
3.18(c), (x) with respect to any Major Decision with respect to any such Specially Serviced Loan other than an Excluded
Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or
after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08, (y) after
the occurrence and during the continuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor if
and to the extent required pursuant to Section 6.08(a) and (z) additionally, with respect to a Serviced Whole Loan,
the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer with respect
to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement
or mezzanine intercreditor agreement, as applicable; provided that with respect to any Serviced AB Whole Loan, prior to
the occurrence and continuance of a related AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder
will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have
no consent or consultation rights regarding the matter; provided, further, that in the case of any release or substitution
of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


In connection with
(i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged
Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the
related Mortgage Loan documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve
the calculation of the related Mortgagor of) the LTV Ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair
market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC
qualification of the related Mortgage




    	 	-251-	 



     


    

Loan, then such calculation shall, unless
then permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by
an appropriate third party.


If, following any
such release or taking, the LTV Ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as the case
may be, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related
Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
(but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated
as a qualified mortgage).


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the Maturity Date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced
Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years
or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease and,
prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, with the
consent of the Directing Certificateholder pursuant to Section 6.08 (other than with respect to a Mortgage Loan that is
an Excluded Loan as to such party) ten (10) years prior to the expiration of such leasehold estate (including any options to extend
such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless
interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


(c)            
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall
be collected by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


(d)            
To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and this Section
3.18 if such matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a),
Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may,
consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion
Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification
or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury




    	 	-252-	 



     


    

Regulations Section 1.860G-2(b)
and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust
REMIC to be subject to any tax under the REMIC Provisions. In making this determination, the Master Servicer or the Special Servicer
may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel
(at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected
from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided
that the Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from
the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge
or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by
all interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a
Specially Serviced Loan.


(e)            
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


(f)             
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may
be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required
by the Special Servicer in accordance with the Servicing Standard).


(g)            
With respect to any modification, waiver, amendment or consent for which it is responsible for processing pursuant to Section
3.18, the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Directing Certificateholder (other than (i) following the occurrence and continuance of a Consultation Termination Event
and (ii) with respect to any Excluded Loan), the applicable Companion Holder (unless, with respect to a Subordinate Companion
Holder, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller
is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)) in writing of any modification, waiver, amendment or consent (in each case, after it is finalized and executed) of
any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification,
waiver, amendment or consent (in each case, after it is finalized and executed) for which it is responsible for processing pursuant
to this Section 3.18, the Master Servicer shall




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provide written notice of any such modification,
waiver, amendment or consent to the Trustee, the Certificate Administrator, the Special Servicer (and, unless a Consultation Termination
Event has occurred and is continuing, the Special Servicer shall forward any such notice to the Directing Certificateholder (other
than with respect to an Excluded Loan)), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder,
an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan
Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if
such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver, amendment or consent, promptly (and in any event within ten (10) Business
Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt of the Master
Servicer’s or the Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver, amendment
or consent to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate
(other than the Class R Certificates). With respect to the processing of any modification, waiver or consent related to any Mortgagor
incurring Additional Secured Debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification,
waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification,
waiver or consent pursuant to Section 3.18(m)) shall, on or before the later of (i) 3:00 p.m. on the related P&I
Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or the Special Servicer, as the
case may be, obtaining actual knowledge of the incurrence of such Additional Secured Debt or mezzanine debt, deliver notice of
the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the
preceding sentence shall set forth, to the extent the Special Servicer or the Master Servicer, as the case may be, has the requisite
information or can reasonably obtain such information, (1) the amount of Additional Secured Debt that was incurred in the
related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and Additional
Secured Debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Secured Debt. In
the event that either (i) the CREFC® Investor Reporting Package is amended to include such information set
forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator,
as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor
Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably
acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report
in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer, the Special
Servicer and the Certificate Administrator may agree on a different delivery time and format for the information set forth in this
paragraph.


(h)            
Subject to the consent rights and process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer
shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in
accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto
(provided that for the avoidance of doubt, any such defeasance fee shall not




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include any Modification Fees or waiver
fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing,
the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the
substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless
such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement
collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments
under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and
principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of
the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions
of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first
priority perfected security interest in such substituted Mortgaged Property; provided, however, that, to the extent
consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay
the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a
successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the related
Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and
(vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master
Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25); provided, further, however, that no such confirmation from any Rating Agency
shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U
hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a
Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of
the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest
Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for
the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage
Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable
Mortgage Loan Purchase Agreement.


(i)             
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations




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Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and
the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage
Loan documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use
would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant
to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to
any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including receipt
of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed by the full
faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


Notwithstanding the
foregoing, with respect to the Mortgage Loans identified as Mortgage Loan Numbers 2, 4, 5, 6, 8, 12, 13, 15, 16, 19, 21, 22, 24,
27, 30, 32, 34, 36, 38, 39, 40, 41, 43, 48, 49, 51, 55, 56 and 57 on the Mortgage Loan Schedule for which LMF, SMC, KeyBank or
BSPRT is the applicable Mortgage Loan Seller and that are subject to defeasance, the related Mortgage Loan Seller has transferred
to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor borrower
and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained
Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan for which LMF, SMC, KeyBank or BSPRT is the related Mortgage Loan Seller, which such Mortgage Loan provides
for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within
five (5) Business Days of receipt of such notice, written notice of such defeasance request to LMF, SMC, KeyBank or BSPRT,
as applicable. Until such time as the related Mortgage Loan Seller provides the Master Servicer with written notice to the contrary,
the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which LMF, SMC, KeyBank or
BSPRT is the related Mortgage Loan Seller shall be delivered to the related Mortgage Loan Seller at its respective notice address
provided under Section 13.05. With respect to any such Mortgage Loan that is subject to defeasance, if the successor borrower
is not designated or formed by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor borrower shall
be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


(j)             
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted




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for any Mortgaged Property shall be
deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents.
Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account
for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government
securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury
Regulations Section 1.860G-2(a)(8)(ii). 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 Mortgage Loan or Companion Loan in advance of its Due
Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion 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 (or 366 days in the case of a leap year).


(k)            
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the
case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan
documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the termination
of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property
that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage
Loans or $35,000,000.


(l)             
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
Special Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received
a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent
or amendment will not cause an Adverse REMIC Event to the extent the Special Servicer determines in accordance with the Servicing
Standard that such Opinion of Counsel is reasonably necessary.


(m)          
Notwithstanding any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor
Agreement, the Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below
in the definition of Master Servicer Decision) or the Special Servicer’s approval or consent, take any of the following actions
with respect to Mortgage Loans that are not Specially Serviced Loans and any related Serviced Companion Loan (each such action,
a “Master Servicer Decision”): (i) grant waivers of non-material covenant defaults (other than financial
covenants), including late (but not waived) financial statements except that (other than with respect to any Excluded Loan, and
prior to the




    	 	-257-	 



     


    

occurrence and continuance of a Control
Termination Event) the Directing Certificateholder’s consent (or deemed consent) shall be required to grant waivers of more
than three consecutive late deliveries of financial statements; (ii) consents to releases of non-material, non-income
producing parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the
ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are
required by the related Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way (including,
without limitation for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the
Mortgage Loan to easements, except that, prior to the occurrence and continuance of any Control Termination Event and other than
in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required to approve
or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a Mortgagor’s
ability to make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine
approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving leasing activities
(other than for ground leases) (provided that, prior to the occurrence and continuance of a Control Termination Event and
other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required
for leasing activities that affect an area greater than or equal to 30% of the net rentable area of the improvements at the
Mortgaged Property), including approval of new leases and amendments to current leases; (v) consent to actions and releases
related to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a
Control Termination Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or
deemed consent) shall be required in connection with any condemnation with respect to a material parcel or a material income producing
parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability of the related
Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due); (vi) consent to a change
in property management relating to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a
Borrower Party (provided that, prior to the occurrence and continuance of any Control Termination Event and other than in
the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for any Mortgage
Loan (including any related Companion Loans) that has an outstanding principal balance equal to or greater than $10,000,000); (vii) approve
annual operating budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable)
any letters of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage Loan, except that
(other than with respect to any Excluded Loan and prior to the occurrence and continuance of a Control Termination Event) the Directing
Certificateholder’s consent (or deemed consent) shall be required for earnout, holdback or performance reserve releases specifically
scheduled on Schedule 3 to this Agreement for which there is lender discretion; (ix) grant any extension or enter into
any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related
Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after
the related Maturity Date and (B) the related Mortgagor has delivered documentation (and the Master Servicer shall promptly
forward such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer,
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days
after the




    	 	-258-	 



     


    

date on which such Balloon Payment will
become due; (x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement,
except that (other than with respect to any Excluded Loan and other than with respect to amendments to split or resize notes consistent
with the terms of such Intercreditor Agreement) the Directing Certificateholder’s consent (or deemed consent) shall be required
for any such modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement other than
during a Control Termination Event, and if any modification or amendment would adversely impact the Special Servicer, such modification
or amendment will additionally require the consent of the Special Servicer as a condition to its effectiveness; (xi) any determination
of an Acceptable Insurance Default, except that, prior to the occurrence and continuance of any Control Termination Event and other
than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required in
accordance with the terms of this Agreement for any such determination; (xii) approve or consent to any defeasance of the
related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable obligations of the United
States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage
Loan or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xiii) any assumption of the Mortgage
Loan or transfer of the Mortgaged Property, in each case, that the loan documents allow without the consent of the mortgagee but
subject to satisfaction of conditions specified in the loan documents where no mortgagee discretion is necessary in order to determine
if such conditions are satisfied; and (xiv) grant or agree to any other waiver, modification, amendment and/or consent that
does not constitute a Major Decision; provided that (w) any such action would not in any way affect a payment term
of the Certificates, (x) any such action would not constitute a “significant modification” of such Mortgage Loan
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause any Trust REMIC to
fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust
to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing
Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action
would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further,
that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall
be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master Servicer, in order to grant or withhold such consent; provided, further, that in the case
of any Master Servicer Decision that requires the consent of the Directing Certificateholder, after the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder shall be entitled to consult with the Master Servicer on a non-binding basis (provided that
if the Directing Certificateholder fails to respond to a request for consultation within 10 Business Days after receipt of such
request for consultation (together with all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master Servicer, in order to so consult) from the Master Servicer, the Master Servicer shall have no further obligation
to consult with the Directing Certificateholder with respect to such Master Servicer Decision, provided, however,
that the failure of the Directing




    	 	-259-	 



     


    

Certificateholder to respond will not
relieve the Master Servicer from its obligation to consult with the Directing Certificateholder on any future matters). The foregoing
is intended to be an itemization of actions the Master Servicer may take without having to obtain the approval of any other party
and is not intended to limit the responsibilities of the Master Servicer hereunder.


(n)            
Neither the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the
documents evidencing such modification provide that all payments on the junior or “B” portion of such AB Modified Loan
(including interest, principal and other amounts) shall only be payable after the point in time at which all interest and principal
on the senior or “A” portion of such AB Modified Loan shall have been paid in full and such senior or “A”
portion shall no longer be outstanding; provided, however, that interest and other amounts in respect of such junior
or “B” portion may accrue prior to such point in time.


Section 3.19      
Transfer of Servicing Between the Master Servicer
and the Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to
the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor, and ((i) prior to the occurrence and
continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently
provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer
shall use its reasonable efforts to provide the Special Servicer with all documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii) or (ix) of the definition of “Servicing
Transfer Event”, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer
Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee,
the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence and continuance of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such
Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer,
pursuant to this Section 3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate
Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided
by the Master Servicer pursuant to this Section 3.19.




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Notwithstanding the
foregoing, if, during the time the Special Servicer is processing a COVID Modification a separate Servicing Transfer Event occurs
that would have been addressed by the COVID Modification in process (including, but not limited to, up to a 60 day delinquency
in payment under a Mortgage Loan), subject to the Servicing Standard, the Special Servicer shall either (i) complete the COVID
Modification or (ii) designate the loan as a Specially Serviced Loan as determined by the Special Servicer in accordance with the
Servicing Standard.


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the
occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof
if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing
File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations
of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


(b)            
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


(c)            
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable
the Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to
require the Master Servicer to produce any additional reports.


(d)            
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall
deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related
Companion Loan, if applicable, and the related Mortgaged Property to (i) the Master Servicer, (ii) the Directing Certificateholder
(but only in respect of any Mortgage Loan other than (A) any Excluded Loan or (B) any Serviced AB Whole Loan prior to
the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence and continuance of a Consultation Termination
Event), (iii) the




    	 	-261-	 



     


    

AB Whole Loan Controlling Holder with
respect to the Serviced AB Whole Loan, (iv) with respect to any related Serviced Pari Passu Companion Loan, to the related
Companion Holder or, to the extent the related Serviced Pari Passu Companion Loan has been included in an Other Securitization,
to the master servicer of such Other Securitization into which the related Serviced Pari Passu Companion Loan has been sold or,
if such related Serviced Pari Passu Companion Loan has not been included in a securitization transaction, to the holders of the
related Serviced Pari Passu Companion Loan; (v) the Operating Advisor (but, other than with respect to an Excluded Loan, only
after the occurrence and during the continuance of an Operating Advisor Consultation Event), (vi) with respect to a Serviced
AB Whole Loan, to the extent the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, the holder
of the AB Subordinate Companion Loan and (vii) the 17g-5 Information Provider (which shall promptly post such report on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)); the Special Servicer shall also deliver
a summary of each Final Asset Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary
of the Final Asset Status Report to the Certificate Administrator’s Website. Subsequent to the issuance of a Final Asset
Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material changes in the strategy
reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then
current circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise
liquidated in accordance with the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports
with respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”). For the
avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on its website.
None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate
Administrator. Further, the Certificate Administrator shall not request any Asset Status Report or Final Asset Status Report from
the Master Servicer. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based
on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing
Transfer Event:


(i)            
a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


(ii)            
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 related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has
been retained;


(iii)            
the most current rent roll, and income or operating statement available for the related Mortgaged Property;


(iv)            
(A) the Special Servicer’s recommendations on how such 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 otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a
description of any such proposed or taken




    	 	-262-	 



     


    

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;


(v)            
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


(vi)            
a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air
rights lease, if applicable) or franchise agreement;


(vii)            
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;


(viii)            
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 and all related assumptions;


(ix)            
the Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together
with an explanation of those adjustments; and


(x)            
such other information as the Special Servicer deems relevant in light of the Servicing Standard.


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all
the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu
or subordinate nature of any Companion Loan), the Special Servicer shall implement the recommended action as outlined in such Asset
Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable
law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other
than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative
determination described above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report
as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Directing
Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event and, in the case of a Serviced AB
Whole Loan, only prior to the occurrence and during the continuance of a Consultation Termination Event and during an AB Control
Appraisal Period with




    	 	-263-	 



     


    

respect to the related AB Subordinate
Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of an Operating Advisor Consultation
Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the
occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described
above in this Section 3.19(d) until the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan prior
to the occurrence and continuance of a AB Control Appraisal Period and to the extent required by the terms of the related Intercreditor
Agreement, the holder of the related Subordinate Companion Loan) shall fail to disapprove such revised Asset Status Report in writing
within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination,
in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the
holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of
any Companion Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period
of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer shall follow the
direction of the Directing Certificateholder provided, such direction would be consistent with the Servicing Standard; provided,
however, that if the Directing Certificateholder’s direction would cause the Special Servicer to violate the Servicing
Standard, the Special Servicer may act upon the most recently submitted form of Asset Status Report; and provided, however,
that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required
pursuant to Section 6.08. The procedures described in this paragraph are collectively referred to herein as the “Directing
Certificateholder Approval Process”. Prior to the occurrence of an Operating Advisor Consultation Event, the Special
Servicer shall deliver each Final Asset Status Report to the Operating Advisor following the conclusion of the Directing Certificateholder
Approval Process.


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an
Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate
Administrator or their respective




    	 	-264-	 



     


    

officers, directors, members, employees
or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, the Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


If an Operating Advisor
Consultation Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both an Operating Advisor Consultation
Event has occurred and is continuing and a Control Appraisal Period is in effect), the Special Servicer shall promptly deliver
each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder).
Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review of a Final
Asset Status Report shall only provide background information to support the Operating Advisor’s duties concerning the Special
Servicer’s compliance with the Servicing Standard, and the Operating Advisor shall not provide comments to the Special Servicer
in respect of such Final Asset Status Report. After the occurrence and during the continuance of an Operating Advisor Consultation
Event, 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 (i) receipt of such Asset Status Report or (ii) receipt of such additional
information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to
the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative
courses of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred
and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) 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 from the Operating Advisor (and if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).


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 Certificateholder, the Special Servicer shall revise the Asset Status Report, if applicable (but is under no obligation
to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating
Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued) or provide
notice that the Special Servicer has decided not to revise such Asset Status Report, as applicable. The procedures described in
this and the immediately preceding paragraph are collectively referred to as the “ASR Consultation Process”.


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no




    	 	-265-	 



     


    

right to consent to any Asset Status
Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination Event but prior
to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder (except with respect to
any Excluded Loan) and, after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating
Advisor, shall consult with the Special Servicer and propose alternative courses of action and provide other feedback in respect
of any Asset Status Report. After the occurrence and continuance of a Consultation Termination Event (and at any time with respect
to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right
to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the
Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described
above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the
Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder
during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating
Advisor or the Directing Certificateholder.


Notwithstanding the
foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


(e)            
(i) Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall
with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate
with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each such event.


(ii)            
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day
or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor
at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


(f)             
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following
the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the
Special Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft
summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status




    	 	-266-	 



     


    

Report with respect to a Serviced AB
Mortgage Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related
Serviced AB Whole Loan Controlling Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an
Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within five (5) Business Days of
receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then
the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing
Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such
disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until
the Directing Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder
has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the
initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered
by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status
Report; provided, further, however, that if at any time the Special Servicer determines that any affirmative
disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders
and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature
of any Companion Loan), pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in
any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan which
is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder
of the Serviced AB Whole Loan Controlling Holder in accordance with the related Intercreditor Agreement (to the extent such Intercreditor
Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report
and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b).


(g)            
No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


Section 3.20      
Sub-Servicing Agreements. (a)  The Master Servicer and the Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material
respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides
that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume
all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under




    	 	-267-	 



     


    

such agreement, or, alternatively, may
act in accordance with Section 7.02 under the circumstances described therein (subject to Section 3.20(g)); (iii) provides
that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as
holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but
that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the
immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Master Servicer or Special Servicer, as applicable (other than the Master Servicer or Special
Servicer that enters into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any
Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate
such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided,
however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated
by Section 3.20(g) and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement;
(v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust
except through the Master Servicer or the Special Servicer, as the case may be, if and only to the extent provided pursuant to
Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master
Servicer or the Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not
permit the Sub-Servicer to take any action constituting a Major Decision without the consent of the Master Servicer or the
Special Servicer, as applicable (which consent shall not be granted except in accordance with Section 6.08); (viii) with
respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function
Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into,
is not a Prohibited Party; (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if
the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the
Master Servicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement
or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform
in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI
or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a party
to; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer (other
than a Sub-Servicer retained by the Special Servicer) is a Risk Retention Affiliate of the Third Party Purchaser if such Sub-Servicer
is a servicer as contemplated by Item 1108(a)(2). Any successor master servicer or successor special servicer, as applicable, hereunder
shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume any Sub-Servicing
Agreements from the predecessor Master Servicer or Special Servicer, as the case may be (subject to Section 3.20(g)). In
addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of
the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder




    	 	-268-	 



     


    

at the time such Mortgage Loan becomes
a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue
to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially
Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect
to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with
respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The
Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and
any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of
such documents. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to
be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
(if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations
of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds
and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same
funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest
in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as may
be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or the
Special Servicer, as the case may be, shall notify the Master Servicer or the Special Servicer, as the case may be, the Trustee
and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of
any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


(b)            
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


(c)            
As part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and
enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer
shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI.
Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard. The Master Servicer or Special Servicer, as applicable, shall,
subject to the terms of the related Sub-Servicing Agreement, have the right to remove a Sub-Servicer retained by it at any time
it considers removal to be in the best interests of the Certificateholders.




    	 	-269-	 



     


    

(d)            
 In the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of
the Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party
all documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion
Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise
use reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


(e)            
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master
Servicer shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder
and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due
from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result
of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


(f)             
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


(g)            
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master
servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with
or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee
and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in
accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes
the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial
Sub-Servicing Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may
not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder
and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which
consent shall not be unreasonably withheld).


(h)            
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to
the Master Servicer pursuant to the terms hereof.




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(i)             
 Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing
Agreement which provides for the performance by third parties of any or all of its obligations herein, without, with respect to
any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder, prior to the occurrence and continuance of
any Control Termination Event, the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer
to comply with applicable regulatory requirements.


(j)             
None of the Master Servicer or any Additional Servicer shall enter into a Sub-Servicing Agreement with a Sub-Servicer that
is a Risk Retention Affiliate of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2).
Notwithstanding the preceding sentence, the Master Servicer, absent actual knowledge to the contrary, may conclusively rely upon
a representation of any Sub-Servicer that such Sub-Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. Notwithstanding
the two preceding sentences, or anything herein to the contrary, it is acknowledged that no Initial Sub-Servicer is a Risk Retention
Affiliate of the Third Party Purchaser as of the Closing Date. If at any time the Master Servicer obtains actual knowledge that
a Sub-Servicer it has entered into a Sub-Servicing Agreement with, is a servicer as contemplated by Item 1108(a)(2) and is
a Risk Retention Affiliate of the Third Party Purchaser, the Master Servicer shall terminate such Sub-Servicer in accordance with
the related Sub-Servicing Agreement.


Section 3.21      
Interest Reserve Account. (a)  On the P&I Advance
Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless the related
Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans,
shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance
of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which the P&I Advance Date
occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive February and January, “Withheld Amounts”).


(b)            
On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


Section 3.22      
Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) and (b) upon the occurrence
and during the continuance of any Operating Advisor Consultation Event, the Operating Advisor (with respect to the Special Servicer
only), regarding the performance and




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servicing of the Mortgage Loans and/or
REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


Section 3.23      
Controlling Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each 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 Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer of any
Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
(other than the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when
such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


On the Closing Date,
the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute and deliver a
certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement. Upon the
resignation or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder),
any successor directing certificateholder shall also deliver a certification to all parties to this Agreement substantially in
the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


(b)            
Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of
the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the
Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice
from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class




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without independently verifying that
such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class. The
foregoing provisions shall not be applicable to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder.


(c)            
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.


(d)            
In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special
Servicer, as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
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 any such Directing Certificateholder as the case may be.


With respect to any
matter for which the consent or consultation of the Directing Certificateholder is required, to the extent no specific time period
for deemed consent or deemed waiver of consultation rights is expressly stated in this Agreement, in the event no response from
the Directing Certificateholder is received within ten (10) Business Days following the written request for input or any required
consent or consultation, the Directing Certificateholder shall be deemed to have consented or approved on the specific matter;
provided, however, that the failure of the Directing Certificateholder to respond shall not affect any future matters
with respect to the applicable Mortgage Loan or any other Mortgage Loan.


(e)            
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating
Advisor, the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, KKR Real Estate Credit Opportunity Partners
II L.P. shall be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder) and shall remain
so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs.


Until it receives
notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


(f)             
If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.




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(g)            
 Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class (or in the case of a Loan-Specific Directing Certificateholder, has no liabilities or duties to the Controlling Class or
the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests of the
Holders of one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more other
Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling
Class Certificateholder; provided that a Loan-Specific Directing Certificateholder shall have no such liability) for having
so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against
the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having
so acted.


(h)            
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, however, that that nothing in this subsection (h) shall in any way eliminate
the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


(i)             
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Serviced AB Whole Loan
Controlling Holder.


(j)             
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced
Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor
Agreement.


(k)            
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two
(2) Business Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee, or any Certificateholder and provide such information to the requesting party.


(l)             
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an
expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer
within ten (10) Business Days




    	 	-274-	 



     


    

of the existence or cessation of (i) any
Control Termination Event, (ii) any Consultation Termination Event or (iii) any Operating Advisor Consultation Event. Upon
the Certificate Administrator’s determination that a Control Termination Event, a Consultation Termination Event or an Operating
Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days,
post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


In the event that
a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR Certificates (taking
into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such
Class in accordance with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E-RR
Certificates to less than 25% of the Original Certificate Balance thereof”.


In the event that
a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of
its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts,
such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates
exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that
Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


In the event that
an Operating Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance of the HRR Certificates
to 25% or below of their aggregate Original Certificate Balance, taking into account the application of any Cumulative Appraisal
Reduction Amounts, such special notice shall state: “An Operating Advisor Consultation Event has occurred because the aggregate
Certificate Balance of the HRR Certificates to 25% or below of their aggregate Original Certificate Balance.”


With respect to any
Mortgage Loan determined to be an Excluded Loan, none of the Directing Certificateholder or any Controlling Class Certificateholder
shall have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination Event
and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


Section 3.24      
Intercreditor Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees
that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the
terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each
Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without
limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement
and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special
Servicer agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine




    	 	-275-	 



     


    

debt or the related Mortgaged Property
without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor
Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action.
Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or
its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any Serviced Whole Loan Controlling Holder will have the right to replace the Special Servicer
solely with respect to the related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


(b)            
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises
from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any
instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.
In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the
Master Servicer or the Special Servicer for its own account without reimbursement.


(c)            
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master
Servicer or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


(d)            
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing
Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such
Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion
Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted
to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right
in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the
related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the
Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder
of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take




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such actions requiring consent of the
related Companion Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the
Special Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor
Agreement.


(e)            
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the
Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination
Event or the occurrence and continuance of a Consultation Termination Event) and (ii) to consult with any related Companion
Holder on a strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion
Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined
in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related
Companion Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated
to consult with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business
Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and
delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion Holder set forth
in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset
Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines
that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion
Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by
the related Companion Holder.


(f)             
Each Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion
of the Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer
at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


(g)            
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2
Business Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.




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(h)            
 To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


(i)             
With respect to the Serviced AB Whole Loan, notwithstanding any rights the Directing Certificateholder hereunder may have
to consult with respect to any action or other matter with respect to the servicing of such Serviced AB Whole Loan, to the extent
the related Intercreditor Agreement provides that such right is exercisable by the related Subordinate Companion Holder or its
representative or is exercisable in conjunction with the related Subordinate Companion Holder, then the Directing Certificateholder
shall not be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement to the contrary, the Special
Servicer shall consult with, seek the approval of, or obtain the consent of the Subordinate Companion Holder or its representative
with respect to any matters with respect to the servicing of the related AB Subordinate Companion Loan to the extent required under
the related Intercreditor Agreement and shall not take such actions requiring consent of or consultation with such Subordinate
Companion Holder or its representative without such consent or consultation (or deemed consent or consultation). In addition, notwithstanding
anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver information, reports and notices
to the Subordinate Companion Holder or its representative as and to the extent required under the related Intercreditor Agreement; provided that
if such Subordinate Companion Holder is a Borrower Party with respect to the related Mortgage Loan, then such Subordinate Companion
Holder shall not be entitled to receive any information that would constitute Excluded Information if such AB Whole Loan were an
Excluded Controlling Class Loan. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any
AB Whole Loan Controlling Holder will have the right to exercise the rights of the Directing Certificateholder under this Agreement
to the extent provided for in, and subject to the terms of, the related Intercreditor Agreement.


Section 3.25      
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents
or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency
Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting
and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for
such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency 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 Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting any
confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be through
direct communication). The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC
No-Response Scenario”. Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the
17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the
Rating Agencies in accordance with the procedures set forth in Section 13.10(d).




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If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response
Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request
nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document
requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of
the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall
be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the
Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as the case may
be, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested
the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement
of the Master Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist)
if (i) 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 “U.S. Commercial Mortgage Special Servicer,” as applicable, if S&P is the non-responding
Rating Agency, (ii) the 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 special servicer), if Fitch is the non-responding Rating Agency or (iii)
KBRA has not publicly cited servicing concerns with respect to 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 any other commercial mortgage-backed securitization transaction
serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding
Rating Agency.


Any Rating Agency
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 Rating Agency
Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency 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 3.13(c).


Promptly following
the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, 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 promptly post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


(b)            
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan




    	 	-279-	 



     


    

documents for which the Master Servicer
or the Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency
Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


(c)            
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


Section 3.26      
The Operating Advisor. (a)  The Operating Advisor shall
review (i) the actions of the Special Servicer with respect to any Specially Serviced Loan (as provided in Section 3.08(a),
Section 3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d), Section 3.26 and Section
6.08) and after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions of the Special
Servicer with respect to Major Decisions relating to any Mortgage Loan, (ii) all reports by the Special Servicer made available
to Privileged Persons that are posted on the Certificate Administrator’s Website and that are relevant to the Operating Advisor’s
obligations hereunder and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating
Advisor Consultation Event) and (iv) 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. Furthermore, the Operating
Advisor shall have no obligation or responsibility at any time to review the actions of the Master Servicer for compliance with
the Servicing Standard, and the Operating Advisor will not be required to consider such Master Servicer actions in connection with
any Operating Advisor Annual Report.


(b)            
The Operating Advisor and its Affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), 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.


(c)            
(i) Based on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report,
and other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are
posted on the Certificate Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance
of an Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report
or approved or deemed approved Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer, and
(iii) after the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major
Decision Reporting Package provided to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall (but
only if any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan at any
time during the prior calendar year or if an Operating Advisor Consultation Event occurred during the prior calendar year) deliver
to the Certificate Administrator and the 17g-5 Information Provider




    	 	-280-	 



     


    

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 V (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, however, 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 whether the
Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance
with the Servicing Standard with respect to its performance of its duties pursuant to this Agreement with respect to Specially
Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, also with respect to Major
Decisions on Non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis” and identifying
(1) which, if any, standards with which the Operating Advisor believes, in its sole discretion exercised in good faith, the Special
Servicer has failed to comply and (2) any material deviations from the Special Servicer’s obligations hereunder with respect
to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related
to any Non-Serviced Mortgage Loan); provided, further, however, 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; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating
to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer. In preparing
any Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with,
or deviation 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. Subject to the restrictions in this Agreement, including,
without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations
(i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect
to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing
under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply
with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to provide or obtain
a legal opinion, legal review or legal conclusion. Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business
Days prior to its 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. Only
as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term “asset-level basis”
refers to the Special Servicer’s performance of its duties with respect to the resolution and liquidation of Specially Serviced
Loans




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(and, after the occurrence and continuance
of an Operating Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans), 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
report, attestation report, Major Decision Reporting Package, Asset Status Report (during the continuance of an Operating Advisor
Consultation Event), Final Asset Status Report and any other information delivered to the Operating Advisor by the Special Servicer
(other than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information)
pursuant to this Agreement.


(ii)            
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 such reliance hereunder. 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 shall 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.


(d)            
[RESERVED].


(e)            
(i) With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation
has been finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by
the Special Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts calculated by the Special Servicer,
(ii) Cumulative Appraisal Reduction Amounts calculated by the Special Servicer, (iii) Collateral Deficiency Amounts calculated
by the Special Servicer or (iv) net present value in accordance with Section 1.02(iv) calculated by the Special Servicer,
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 Privileged Communications), 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 three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
and review for accuracy and consistency with this Agreement the mathematical calculations and the corresponding application of
the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


(ii)            
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Cumulative Appraisal Reduction




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Amount, Appraisal Reduction Amount
or Collateral Deficiency Amount (in each case, as calculated by the Special Servicer) or net present value or the application of
the applicable non-discretionary portions 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 portions of the related formula in arriving at those mathematical calculations
or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with
the Special Servicer and provide any information reasonably requested by the Special Servicer necessary for the calculation of
the Cumulative Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master
Servicer. In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) 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
Operating Advisor and the Special Servicer and determine which calculation is to apply and shall provide such parties prompt written
notice of its determination.


(f)             
Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor’s review shall be limited to an after-the-action review of any assessment of compliance, attestation report, Major
Decision Reporting Package relating to a Specially Serviced Loan, Asset Status Report, Final Asset Status Report and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year (together with any additional information and material reviewed by
the Operating Advisor), and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments,
workouts, modifications, consents, waivers, lockbox management, 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 will have no obligations at any time with respect to any Non-Serviced Mortgage Loan.
In addition, with respect to the Operating Advisor’s review of net present value and Cumulative Appraisal Reduction Amount
calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account
the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar discretionary portions
of the net present value and Cumulative Appraisal Reduction Amount calculation.


(g)            
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement
with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception
or (3) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard
(i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the
Special Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating
that such information is Privileged




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Information shall not disclose such
Privileged Information to any Person without the prior written consent of the Special Servicer and, unless a Control Termination
Event has occurred and is continuing, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan or any Excluded Loan) other than pursuant to a Privileged Information Exception. In addition and 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 borrower involved in this securitization, the knowledge of the employees performing operating advisor functions for
such Other Securitizations shall not be imputed to the employees of the Operating Advisor involved in this securitization. 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.


(h)            
[RESERVED].


(i)             
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Remittance Date with respect to each Mortgage Loan (excluding any related Companion Loan) and each REO Loan. As to each
Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and
shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the
same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any
partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan
or deemed to be due on such REO Loan is computed.


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or Section
6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each 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 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate
Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized Losses to
such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When
the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent
with the efforts in accordance with the Servicing Standard that the Master Servicer or the Special Servicer, as applicable, would
use to collect any borrower-paid fees not specified in the Mortgage Loan documents owed to it, and, only to the extent not prohibited
by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as the case may be, may waive or reduce the amount
of any Operating Advisor Consulting Fee




    	 	-284-	 



     


    

payable by the related Mortgagor 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. Notwithstanding the foregoing, the Operating
Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan or Servicing
Shift Whole Loan.


(j)             
After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed
upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account
the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such
Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating
Advisor selected by such Certificateholders (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 and
the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the
Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust). 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 3.13(b), 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 Certificates evidencing at least
75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall immediately
terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights
(arising out of events occurring prior to such termination)) by prior written notice to the Operating Advisor, and the proposed
successor operating advisor will be appointed.


(k)            
After the occurrence of an Operating Advisor Termination Event, 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 Cumulative 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 any
termination of the Operating Advisor and




    	 	-285-	 



     


    

appointment of a successor to the Operating
Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment 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 Certificateholder (only if no Consultation Termination Event
has occurred and is continuing), any Companion Loan holder and the Certificateholders.


(l)             
The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such 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 by Certificateholders, 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.


(m)          
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have
been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


(n)            
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’
prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the
acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee
of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been appointed and has accepted such
appointment within thirty (30) days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer and the Directing Certificateholder of the resigning Operating Advisor’s
notice of resignation, the resigning Operating Advisor may petition a court of competent jurisdiction for the appointment of a
successor operating advisor that is an Eligible 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.
The resigning Operating Advisor shall pay all 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 3.26.


(o)            
[RESERVED].


(p)            
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




    	 	-286-	 



     


    

Operating Advisor Consulting Fees and
reimbursement of accrued and unpaid Operating Advisor Expenses pursuant to Section 3.26(i) and shall also remain entitled
to any rights of indemnification provided hereunder.


(q)            
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, 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 or liability 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 or a broker or dealer
within the meaning of the Exchange Act.


(r)             
Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer
Affiliate of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and
such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate
and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining
access to such Affiliate’s information regarding its investment activities.


(s)            
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing,
if the Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor,
the Depositor shall be permitted to find a replacement.


(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 Agreement related to the Operating
Advisor’s duties and obligations; provided that no agent or Subcontractor may (i) be affiliated with a Sponsor,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior
to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable
for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability
or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person
acting as its agents or Subcontractor




    	 	-287-	 



     


    

to the same extent and under the same
terms and conditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor
shall be entitled to enter into an agreement with any agent or Subcontractor providing for indemnification of the Operating Advisor
by such agent or Subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


(u)            
With respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or
has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof
pursuant to Section 3.23(l), and, with respect to any obligations of the Operating Advisor that are performed only after
the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform
any such duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.


Section 3.27      
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement.


(b)            
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


(c)            
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


(d)            
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


Section 3.28      
Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced
Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address
of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is
provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective
name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced
Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no




    	 	-288-	 



     


    

liability for any misdirected payment
in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


For the avoidance
of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion
Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


Section 3.29      
Certain Matters Relating to the Whole Loans. (a)(a)  In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master
Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee,
the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


(b)            
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


(c)            
In connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


(d)            
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of
any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced
Mortgage Loan pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance
of a Control Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required.
The Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.




    	 	-289-	 



     


    

(e)            
 With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation
Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity
as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the
related Intercreditor Agreement.


(f)             
With respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


(g)            
With respect to each Serviced Whole Loan, if any Serviced 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 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 any documents reasonably requested
by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


(h)            
With respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer receives any written communication
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Master Servicer
Decision” pursuant to clause (x) of the definition of such term, then the Master Servicer or Special Servicer, as applicable,
shall forward such communication to the Directing Certificateholder (and to the Master Servicer, if the Special Servicer is forwarding
such communication). The Master Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the
applicable Non-Serviced Special Servicer, as the case may be, in effecting any related action by the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with the related
Intercreditor Agreement.


(i)             
During the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization,
not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari
Passu Companion Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File
at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan
Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC®
Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined in the related Other
Pooling and Servicing Agreement), (C) the most




    	 	-290-	 



     


    

recent CREFC® Property
File and the CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included
in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master
Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan
Remittance Date, (E) a CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC Report,
(G) a CREFC® Advance Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC®
Loan Periodic Update File. Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance
Date, the Master Servicer shall deliver or cause to be delivered in electronic format to the related other master servicer under
the related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. In no event shall
any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master
Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior
to the Business Day on which the report is due. In addition, the Master Servicer shall deliver or cause to be delivered in electronic
format to the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports required
to be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the extent related
to such Serviced Pari Passu Companion Loan.


(j)             
On a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage
File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable
Mortgage Loan Seller that the applicable Servicing Shift Control Note has been or is being securitized and identifying the related
Servicing Shift Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File
for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x)
and (xii) of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced
Master Servicer identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.


(k)            
Promptly upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such
change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced
Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


(l)             
With respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder
identified in clause (B) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance
of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation
Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity
as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the
related Intercreditor Agreement.



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Section 3.30      
[RESERVED].


Section 3.31      
Resignation upon Prohibited 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 Risk Retention Affiliated with or a Risk Retention Affiliate of the Third Party Purchaser (in such case, an “Impermissible
TPP Affiliate”), (ii) the Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other
party to this Agreement, the Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer,
Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating
Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of
the Third Party Purchaser or any other party to this Agreement (other than the Operating Advisor and Asset Representations Reviewer)
(such Operating Advisor and Asset Representations Reviewer, together with an Impermissible TPP Affiliate, an “Impermissible
Risk Retention Affiliate”), then, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the
Sponsors and the other parties to this Agreement and resign in accordance with Section 3.26, Section 6.05, Section
7.03, Section 8.07 or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate shall
bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in
connection with such resignation as and to the extent required under this Agreement, provided, however, that if the affiliation
causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser acquiring an interest in such Impermissible
Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be
an expense of the Trust.


The provisions of
the foregoing paragraph will not apply if the Depositor has determined, following a modification, waiver or amendment to, or repeal
of, the Risk Retention Rules, that the foregoing affiliations are not prohibited. The Depositor shall provide written notice of
such determination to the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer, provided however, the Depositor shall have no obligation to monitor the Risk Retention Rules to determine if a
modification, waiver, amendment or repeal has occurred.


Section 3.32      
[RESERVED].


Section 3.33      
Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means
as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by
the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded
Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate
Administrator pursuant to this Section 3.33




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shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately
label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received written notice
with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E
to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class
Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower
Party and, if such Excluded Information is not available on the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with
respect to the related Excluded Controlling Class Loan shall be permitted to
obtain such information in accordance with Section 4.02(f) of this Agreement.


Nothing set forth
in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to reasonably request and obtain such information in accordance with Section 3.13(a)
and Section 4.02(f) of this Agreement, and each of the Master Servicer and Special Servicer may require and rely
on such certification and other reasonably requested information prior to releasing any such information.


Section 3.34      
Certain Matters with Respect to Joint Mortgage Loans.


(a)            
If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”)
repurchases, or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.34(a)) (a “Repurchased
Note”) related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect
to such Joint Mortgage Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that
it sold to the Depositor, the provisions of this Section 3.34 shall apply prior to the adoption, pursuant to Section
13.01(l), of any amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has
agreed pursuant to the terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.34
with respect to the servicing and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related
to such Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise removed from the Trust and at least one
other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until such time as all of the Mortgage Notes related
to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this




    	 	-293-	 



     


    

Section 3.34, Section 13.01(l)
and Section 13.08(a) only, “Mortgage Note” shall mean with respect to any Joint Mortgage Loan, each original
promissory note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan
and shall not be a collective reference to such promissory notes.


(b)            
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be
held exclusively by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold
and retain title to its original Repurchased Note(s) and any related endorsements thereof.


(i)            
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage
Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the
related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage
Note shall be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer
pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section
3.34(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust for
the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro rata share of amounts payable at the
Administrative Cost Rate and any other amounts due to the Master Servicer or Special Servicer) to the applicable Repurchasing Mortgage
Loan Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions provided by the applicable
Repurchasing Mortgage Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.34(b)(ii).
If any Joint Mortgage Loan to which this Section 3.34 applies becomes an REO Loan, payments or any other amounts received
with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master Servicer pro rata
to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.34(b)(ii).
Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject to this Section 3.34 shall be
allocated to each related Mortgage Note, pro rata based upon the respective unpaid principal balances thereof.


(ii)            
If the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate
amount due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive
from the Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses
and shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable
Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related
to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the
respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage
Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts received
with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.




    	 	-294-	 



     


    

(iii)            
 A Joint Mortgage Loan to which this Section 3.34 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing
Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan (and, if such
Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and administered under
the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage
Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related
Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate
the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively,
of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master
Servicer or the Special Servicer, as applicable, on behalf of the Trust to the extent of its interest therein and the applicable
Repurchasing Mortgage Loan Seller in accordance with this Agreement.


(iv)            
The related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan
holder on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied
to the applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders
of promissory notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the
Master Servicer, the Special Servicer and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement
as if each such Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances
with respect to any Repurchased Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to
any Repurchased Note. Except as otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting
requirement with respect to any Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan Seller any document
as is required to be delivered to a holder of a Serviced Pari Passu Companion Loan hereunder.


(v)            
Notwithstanding any of the foregoing to the contrary, with respect to each Joint Mortgage Loan, the terms of the related
Intercreditor Agreement shall continue to apply to all of the Mortgage Notes comprising such Mortgage Loan, including any Repurchased
Note.


(c)            
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.34 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer
shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan
Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee,
Workout Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion
Loan.




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(d)            
 If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in
the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of
the applicable Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable
Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If
the Master Servicer determines at any time that any amount received or collected by the Master Servicer in respect of any Joint
Mortgage Loan to which this Section 3.34 applies must be returned to the related Mortgagor or paid to any other person or
entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer
shall not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this
Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together
with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity
with respect thereto.


(e)            
Subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of
the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make
all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents
as provided hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer,
as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize
interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor
on or any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.34,
without the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they
pertain to a Serviced Pari Passu Companion Loan.


(f)             
In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each
be subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this
Section 3.34 applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only
to the same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


(g)            
If the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased
Note which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a
Nonrecoverable Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing
Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any




    	 	-296-	 



     


    

amounts related to any Mortgage Loans
or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent that the applicable
Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the
applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller
Percentage Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the Master Servicer’s
or the Special Servicer’s rights to reimbursement under this Agreement. Notwithstanding anything to the contrary contained
herein, the total liability of each Repurchasing Mortgage Loan Seller shall not exceed an amount equal to its Mortgage Loan Seller
Percentage Interest of the amount to be reimbursed.


(h)            
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


(i)             
The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this
Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage
Loan Seller as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation
statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document
related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related
Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms
of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer and
the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable
Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified
by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or
the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action
in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action with the
intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


(j)             
Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to
deliver to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased
Note, any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.




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[End of Article III]


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01      
Distributions. (a)  Distributions of Available Funds.
On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall
be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account
in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


(i)            
first, to the Holders of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A and Class X-B
Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of
interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates;


(ii)            
second, to the Holders of the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB Certificates
in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date: (1) first, to the Holders of
the Class A-SB Certificates, up to an amount equal to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution
Date; (2) second, to the Holders of the Class A-1 Certificates, up to an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in sub-clause (1) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to
the Holders of the Class A-2 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in sub-clauses (1) and (2) above have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders
of the Class A-4 Certificates up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2) and (3) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; (5) fifth, to the Holders
of the Class A-5 Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3) and (4) above have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-5 Certificates has been reduced to zero; and (6) sixth, to the Holders
of the Class A-SB Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in sub-clauses (1), (2), (3), (4) and (5) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on
or




    	 	-298-	 



     


    

after the Cross-Over Date,
to the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB Certificates, pro rata (based on their respective
Certificate Balances) up to an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of each of the Class A-1, Class A-2, Class A-4, Class A-5, and Class A-SB Certificates is reduced to zero,
without regard to the Class A-SB Planned Principal Balance;


(iii)            
third, to the Holders of the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB Certificates,
first up to an amount equal to, and pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated
to each such Class) with, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then up to an amount
equal to all accrued and unpaid interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(iv)            
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


(v)            
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


(vi)            
sixth, to the Holders of the Class A-S Certificates, first up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class
until the date such Realized Loss is reimbursed;


(vii)            
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


(viii)            
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the
Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;


(ix)            
ninth, to the Holders of the Class B Certificates, first up to an amount equal to the aggregate unreimbursed Realized
Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the
Pass-Through




    	 	-299-	 



     


    

Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(x)            
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


(xi)            
eleventh, after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the
Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


(xii)            
twelfth, to the Holders of the Class C Certificates, first up to an amount equal to the aggregate unreimbursed Realized
Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until
the date such Realized Loss is reimbursed;


(xiii)            
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


(xiv)            
fourteenth, after the Certificate Balances of the Class A, Class B and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B and
Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class D Certificates has been
reduced to zero;


(xv)            
fifteenth, to the Holders of the Class D Certificates, first up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class
until the date such Realized Loss is reimbursed;


(xvi)            
sixteenth, to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates;


(xvii)            
seventeenth, after the Certificate Balances of the Class A, Class B, Class C and Class D Certificates have been reduced
to zero, to the Holders of the Class E-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class
B, Class C and Class D Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class E-RR
Certificates has been reduced to zero;




    	 	-300-	 



     


    

(xviii)            
 eighteenth, to the Holders of the Class E-RR Certificates, first up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, up to an amount equal to all accrued and unpaid then interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class
until the date such Realized Loss is reimbursed;


(xix)            
nineteenth, to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


(xx)            
twentieth, after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E-RR Certificates
have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C, Class D and Class E-RR Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class F-RR Certificates has been reduced to zero;


(xxi)            
twenty-first, to the Holders of the Class F-RR Certificates, first up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class
until the date such Realized Loss is reimbursed;


(xxii)            
twenty-second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates;


(xxiii)            
twenty-third, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR and Class
F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class G-RR Certificates has been reduced to zero;


(xxiv)            
twenty-fourth, to the Holders of the Class G-RR Certificates, first up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class
until the date such Realized Loss is reimbursed;


(xxv)            
twenty-fifth, to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates;


(xxvi)            
twenty-sixth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class
F-RR and Class G-RR Certificates have been reduced to zero,




    	 	-301-	 



     


    

to the Holders of the Class H-RR
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class D, Class E-RR, Class
F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class H-RR Certificates
has been reduced to zero;


(xxvii)            
twenty-seventh, to the Holders of the Class H-RR Certificates, first up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class
until the date such Realized Loss is reimbursed;


(xxviii)            
twenty-eighth, to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates;


(xxix)            
twenty-ninth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class
F-RR, Class G-RR and Class H-RR Certificates have been reduced to zero, to the Holders of the Class J-RR Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class
H-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class J-RR Certificates has been
reduced to zero;


(xxx)            
thirtieth, to the Holders of the Class J-RR Certificates, first up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until
the date such Realized Loss is reimbursed;


(xxxi)            
thirty-first, to the Holders of the Class K-RR Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates;


(xxxii)            
thirty-second, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class
F-RR, Class G-RR, Class H-RR and Class J-RR Certificates have been reduced to zero, to the Holders of the Class K-RR Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR,
Class H-RR and Class J-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class K-RR
Certificates has been reduced to zero;


(xxxiii)            
thirty-third, to the Holders of the Class K-RR Certificates, first up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through




    	 	-302-	 



     


    

Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed; and


(xxxiv)            
thirty-fourth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


If, in connection
with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on
the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal
payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


(b)            
[RESERVED].


(c)            
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually
distributable to the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(d),
Section 4.01(g) and Section 4.01(k) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier
Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier
Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution
Amount in respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect
of (i) in the case of the Class LA1, Class LA2, Class LA4, Class LA5 and Class LASB Uncertificated Interests, the Class X-A
Certificates and (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the Class X-B Certificates,
in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through
Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred
to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator
by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited
in the Upper-Tier REMIC Distribution Account.


As of any date, the
principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with
respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(a) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal
Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth
in the Preliminary Statement hereto.




    	 	-303-	 



     


    

Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(f) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for
such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


(d)            
So long as the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled
to any further distributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as
provided herein) and other amounts provided for in this Section 4.01.


(e)            
[RESERVED].


(f)             
On each Distribution Date, the Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of the Mortgage
Loans during the related Collection Period, in each case net of any Liquidation Fees or Workout Fees payable therefrom, shall be
distributable as follows: (i) to each of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class
A-S, Class B, Class C and Class D Certificates, the product of (A) such Yield Maintenance Charge or Prepayment Premium,
(B) the related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is
equal to the amount of principal distributed to such Class of Certificates for that Distribution Date, and the denominator of which
is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to the
Class X-A Certificates, the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment
Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1,
Class A-2, Class A-4, Class A-5 and Class A-SB Certificates for that Distribution Date, and the denominator of which is
the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (B) the amount
of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-4, Class A-5
and Class A-SB Certificates as described above, and (iii) to the Class X-B Certificates, any remaining portion of such
Yield Maintenance Charge or Prepayment Premium not distributed as described above.


For purposes of the
first paragraph of this Section 4.01(f), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage
Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances shall
the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage
Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution
Date, then the Base Interest Fraction shall equal zero; and (c) if the applicable Discount Rate is greater than or equal to
the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date,
then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the




    	 	-304-	 



     


    

Mortgage Rate, then the Mortgage Rate
used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


For purposes of the
preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance
Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment)) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Maturity Date (in the case of
a Mortgage Loan or REO Loan that is not, or is not related to, an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is, or is related to, an ARD Loan), such interpolated treasury yield converted to a monthly
equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall
select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


(i)            
No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class E-RR, Class F-RR, Class
G-RR, Class H-RR, Class J-RR, Class K-RR, Class S or Class R Certificates.


(ii)            
All distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(f) shall
first be deemed to be distributed from the related Loan REMIC to the Lower-Tier REMIC in respect of the related Loan REMIC Regular
Interest, if applicable, and then from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests, pro rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular
Interests for such Distribution Date pursuant to Section 4.01(c) above.


(g)            
[RESERVED].


(h)            
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other
than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Certificates
(in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular
Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application
of the Available Funds for such Distribution Date pursuant to Section 4.01(a). Amounts paid from the Gain-on-Sale Reserve
Account will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining
in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to
the Principal




    	 	-305-	 



     


    

Balance Certificates. Upon termination
of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed on the final Distribution Date to
the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


(i)             
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(j), Section 4.01(k) and 9.01, all such distributions with respect to each Class
on each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed
to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate (determined without
regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) shall be made in like
manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other
location specified in the notice to Certificateholders of such final distribution.


Each distribution
with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


(j)             
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


(i)            
the Certificate Administrator expects 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 offices of the Certificate Registrar
or such other location therein specified; and


(ii)            
no interest shall accrue on such Certificates from and after such Distribution Date.




    	 	-306-	 



     


    


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this
Section 4.01(j) 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 Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of
the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(j).


(k)            
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the
amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective
Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been
retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made
by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to
each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(j) as if such Holder had failed to surrender its Certificates.


(l)             
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage
Loans shall be distributed to the Holders of the Class S Certificates. Excess Interest will not be available to pay any other amounts
except for distributions set forth in the prior sentence.


(m)          
Each Loan REMIC Regular Interest’s share of all payments made on the related Mortgage Loan (other than any Excess
Interest, Default Interest and amounts distributable to the related Loan REMIC Residual Interest in accordance with the related
REMIC Declaration) shall be deemed to be paid at the time payments are made under the related Mortgage Loan (in the case of interest,
at the Mortgage Rate of such Mortgage Loan) and then deposited in the Lower-Tier REMIC before payments are made to the Trustee
as Holder of the Lower-Tier Regular Interests, and shall be treated as principal, interest and Yield Maintenance Charges, as the
case




    	 	- 307 -	 



     


    

may be, based on these characterizations
with respect to such Mortgage Loan (or related REO Property), except where expressly noted and, in addition, any payment of principal
on or reduction in the Stated Principal Balance of such Mortgage Loan shall reduce the principal balance of the related Loan REMIC
Regular Interest. Any portion of the Available Funds attributable to such Mortgage Loans on deposit in the Collection Account after
giving effect to withdrawals of funds pursuant to Section 3.05(a) shall be distributable to the Class R Certificates
in respect of amounts distributed on the related Loan REMIC Residual Interest from the Loan REMIC Residual Distribution Account.
Servicing Fees, Trustee Fees and Operating Advisor Fees with respect to these Mortgage Loans shall be deemed paid by the Lower-Tier
REMIC in determining the Net Mortgage Rate of the related Loan REMIC Regular Interest, and all other servicing compensation or
unanticipated expenses with respect to such Mortgage Loans payable to the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Operating Advisor shall be deemed payable by the related Loan REMIC.


(n)            
On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


(i)            
to pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master
Servicer in the Companion Distribution Account not required to be deposited therein;


(ii)            
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent that any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


(iii)            
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


(iv)            
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


All distributions
from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion
Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date
required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Serviced




    	 	- 308 -	 



     


    

Companion Noteholder Register). Any
such account shall be located at a commercial bank in the United States.


On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


Section 4.02      
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor
Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each,
a “Distribution Date Statement”) which shall include:


(i)            
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


(ii)            
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


(iii)            
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


(iv)            
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


(v)            
the aggregate amount of unscheduled payments received;


(vi)            
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


(vii)            
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent
60 days to 89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure
but not an REO




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Property and (E) for which
the related Mortgagor is subject to oversight by a bankruptcy court;


(viii)            
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis,
based on the most recent Appraisal or valuation;


(ix)            
the Available Funds for such Distribution Date;


(x)            
the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates
for such Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount or Interest Shortfall,
for such Distribution Date allocated to such Class of Certificates;


(xi)            
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to Prepayment
Premiums and Yield Maintenance Charges;


(xii)            
the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution
Date;


(xiii)            
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date;


(xiv)            
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on
such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the
Principal Balance Certificates, as applicable, to date;


(xv)            
the Certificate Factor for each Class of Certificates (other than the Class R or Class S Certificates) immediately following
such Distribution Date;


(xvi)            
the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the
amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


(xvii)            
the current Controlling Class;


(xviii)            
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;




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(xix)            
 a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal
Prepayment occurring;


(xx)            
a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date);


(xxi)            
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


(xxii)            
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(c), Section 4.01(d) and Section 4.01(g);


(xxiii)            
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Losses;


(xxiv)            
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


(xxv)            
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


(xxvi)            
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest
therein) included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all
payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date,
(A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received
in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan
in connection with that determination;


(xxvii)            
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


(xxviii)            
[RESERVED];




    	 	- 311 -	 



     


    

(xxix)            
 the then-current credit support levels for each Class of Certificates;


(xxx)            
the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


(xxxi)            
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


(xxxii)            
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage
Loan by the applicable Mortgage Loan Seller;


(xxxiii)            
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the Master Servicer; and


(xxxiv)            
the amount of any Excess Interest actually received.


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv) and (xxxiv) above, the amounts shall be
expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


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 and
posting of such information to the Certificate Administrator’s Website or filing such information pursuant to this Agreement,
including, but not limited to, filing via the EDGAR system, unless the Certificate Administrator has an explicit obligation to
review or prepare such information.


Within a reasonable
period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time
during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a
Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that
a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such
calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


Upon receipt of an
Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to
the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


(b)            
[RESERVED].




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(c)            
 Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer
or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such
action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information
confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information
or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this
Agreement except as set forth herein. In connection with providing access to the Master Servicer’s Internet website or Special
Servicer’s Internet website (if any), the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures
to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. Neither the Master Servicer nor the Special Servicer, as the case may
be, shall be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor
the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13
and Section 4.02(a), other than information produced by the Master Servicer or the Special Servicer, as applicable; 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.


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 the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or 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 in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


Notwithstanding the
foregoing, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision
of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties.
The Master Servicer




    	 	- 313 -	 



     


    

or the Special Servicer may affix to
any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on
the part of any other party hereto).


(d)            
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such Person, 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.


(e)            
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


(f)             
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Loan identified to the Master Servicer’s (in the
case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction
(at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information is in the
Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer,
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable) any
Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Loan) relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided that, in
connection therewith, the Master Servicer or the Special 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 the Special Servicer, generally to
the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded
Information confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely.
In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing




    	 	- 314 -	 



     


    

Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such
Directing Certificateholder or a Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to
a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


Section 4.03      
P&I Advances. (a)  On or before 4:00 p.m., New
York City time, on each P&I Advance Date, the Master Servicer shall either (i) remit to the Certificate Administrator
for deposit from its own funds into the  Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of
P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date or (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 with respect to the Mortgage Loans, 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. Any amounts held in the Collection
Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans 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 Date (to the extent not previously replaced through the deposit of Late Collections
of the delinquent principal and/or interest in respect of which such P&I Advances were made). The Master Servicer shall notify
the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans for a Distribution
Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans for such Distribution Date,
on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I
Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to
Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured
such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York
City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder,
the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I
Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual
Property Royalty License Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit
into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


If the Master Servicer
or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then it shall provide
to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement written notice of the amount
of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


If the Master Servicer
or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business
Days of making such P&I Advance.




    	 	- 315 -	 



     


    

(b)            
 Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master
Servicer with respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net
of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage
Loan) and any REO Loan (excluding any portion of an REO Loan related to a Companion Loan) during the related Collection Period
and were not received as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced
by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect
of its Balloon Payment as of the P&I Advance Date (including any REO Loan (excluding any portion of an REO Loan related to
any Companion Loan) as to which the related 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 to make such P&I Advances is
mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (excluding any portion
of an REO Loan related to any Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received
in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to
be distributed. No P&I Advances shall be made with respect to any Companion Loan.


(c)            
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master
Servicer, the Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced
Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance
with respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Other Servicer, as the case may be, that an Other
Servicer or the Other Trustee has determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect
to a Serviced Companion Loan, that any proposed advance under the applicable Other Pooling and Servicing Agreement that is similar
to a P&I Advance would be, or any outstanding advance under such Other Pooling and Servicing Agreement that is similar to a
P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such
determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Serviced Mortgage
Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required
to make any additional P&I Advances with respect to the related Serviced Mortgage Loan unless and until the Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage
Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation




    	 	- 316 -	 



     


    

with the related Other Servicer, as
the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case
may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I
Advance would be, or is, as applicable, a Nonrecoverable Advance.


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information
provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been
made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute
a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable
Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under
the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer
or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of
such determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, that either has determined, or the Non-Serviced Trustee has determined, in accordance
with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable
Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is
similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based
upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related
Non-Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee
shall not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and
until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect
to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result
of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be,
or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have
the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would
be, or is, as applicable, a Nonrecoverable Advance.


(d)            
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if
the




    	 	- 317 -	 



     


    

related Periodic Payment is received
on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment
is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall reimburse
itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement,
as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


(e)            
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I
Advance with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any
Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance
with the related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount), then in the event
of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related
Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such
P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage
Loan for such Distribution Date without regard to this Section 4.03(e), and (y) a fraction, expressed as a percentage,
the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date,
net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction
Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of
such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic
Payment due on the Maturity Date for a Mortgage Loan that is a Balloon Mortgage Loan will be the Assumed Scheduled Payment for
the related Distribution Date.


Section 4.04      
Allocation of Realized Losses. (a)  On each Distribution
Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator
shall calculate the Realized Loss for such Distribution Date. Any allocation of Realized Losses to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class
of Regular 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. 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 Class of Certificates in respect of which any
such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent that any Nonrecoverable
Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans)
and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage
Loan or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i)
the amount of such recovery will be added to the Certificate Balance(s) of the Class or Classes of Principal Balance Certificates
that previously were allocated Realized Losses in sequential order according to the priority of payments for the Principal Balance
Certificates (and in the case of the Principal Balance Certificates that are




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Senior Certificates, on a pro rata
basis according to the amount of unreimbursed Realized Losses on such Classes), in each case up to the lesser of (A) the unallocated
portion of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject class of certificates;
and (ii) the Interest Shortfall with respect to each affected class of Certificates for the next Distribution Date shall be increased
by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down for the
reimbursed class of Principal Balance Certificates had never been written down. If the Certificate Balance of any Class of Principal
Balance Certificates is so increased, the amount of unreimbursed Realized Losses of such Class of Principal Balance Certificates
shall be decreased by such amount.


(b)            
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write-off shall be allocated first, to the Class K-RR Certificates, second, to the Class J-RR Certificates,
third, to the Class H-RR Certificates, fourth, to the Class G-RR Certificates, fifth, to the Class F-RR Certificates,
sixth, to the Class E-RR Certificates, seventh, to the Class D Certificates, eighth, to the Class C Certificates,
ninth, to the Class B Certificates, tenth, to the Class A-S Certificates and then, pro rata (based
on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB Certificates,
in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


(c)            
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


Section 4.05      
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  The
Appraisal Reduction Amounts allocated to the Mortgage Loans (with respect to a Serviced Whole Loan, to the extent allocated to
the related Mortgage 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 K-RR Certificates, second, to the Class J-RR Certificates, third, to the Class H-RR Certificates,
fourth, to the Class G-RR Certificates, fifth, to the Class F-RR Certificates, sixth, to the Class E-RR
Certificates, seventh, to the Class D Certificates, eighth, to the Class C Certificates, ninth, to the Class
B Certificates, tenth, to the Class A-S Certificates, and finally, pro rata based on their respective interest
entitlements, to the Senior Certificates (other than the Class X-A and Class X-B Certificates).


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Special 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 such Mortgage Loan and all other information in its possession relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified




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Loan, in addition to all other information
reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal and any other information
set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral
Deficiency Amount determination. Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement that
a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. None
of the Master Servicer (with respect to Mortgage Loans other than Non-Serviced Mortgage Loans), the Special Servicer (with respect
to Non-Serviced Mortgage Loans), the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify
any Collateral Deficiency Amount.


With respect to any
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the Voting
Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii) the Controlling
Class or the occurrence and continuance of a Control Termination Event or an Operating Advisor Consultation Event, the appraised
value of the related Mortgaged Property shall be determined on an “as is” basis.


The Special Servicer
(in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case of a Non-Serviced
Mortgage Loan), shall notify the Master Servicer or the Special Servicer, as the case may be (and the Master Servicer shall notify
the Certificate Administrator), of the amount of any Appraisal Reduction Amount (which notification from the Master Servicer to
the Certificate Administrator shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with
Section 3.12(d)), any Collateral Deficiency Amount and (except in the case of the Master Servicer) any resulting Cumulative
Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification
shall be satisfied through delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount and Cumulative Appraisal Reduction
Amount as included in the CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting
Package or such other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator (which
shall be delivered by the Master Servicer simultaneously with the CREFC® Loan Periodic Update File in accordance
with Section 3.12(d)) and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral
Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website.
Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates
is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall
notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and contact information
of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(l)
(the cost of obtaining such information from the Depository being an expense of the Trust).




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(b)            
 (i) The Holders of the majority of Voting Rights of any Class
of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (any such
Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount
(as applicable) in respect of such Class shall have the right and, with respect to a Serviced Whole Loan, the Other Servicers shall
have the right upon the request of similarly situated holders of certificates in the related Other Securitization, at their sole
expense, to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer
to request from the applicable Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced
Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such
Holders, the “Requesting Holders”). With respect to any such Mortgage Loan (other than with respect to a Non-Serviced
Mortgage Loan), the Special Servicer shall use commercially reasonable efforts to cause such second Appraisal to be (A) delivered
within thirty (30) days from receipt of the Requesting Holders’ written request and (B) prepared on an “as-is”
basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal
in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). With respect
to any such Non-Serviced Mortgage Loan, the Master Servicer shall use commercially reasonable efforts to obtain such second
appraisal from the applicable Non-Serviced Special Servicer and to forward such second appraisal to the Special Servicer.


(ii)            
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency
Amounts on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts
on Non-Serviced Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor
Agreement) and the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment
of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable)
is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, based on such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage
Loan) any information received from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance
notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above
shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if
any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer or the Master
Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which
either (A) the Special Servicer, the Master Servicer or Non-Serviced Special Servicer determines that no recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Special Servicer, the Master Servicer
or Non-Serviced Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling




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Class during each Appraisal Review
Period shall be exercised by the next most senior Class of Control Eligible Certificates, if any.


(c)            
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole
Loan)), the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related
Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially
changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be
an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent
it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section
4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal
obtained in accordance with Section 4.05(b) above) and receipt of information requested by the Special Servicer from the
Master Servicer that is in the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction
Amount, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation or
recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan
or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template
format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties insofar
as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply
with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Following the Master Servicer’s
receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master Servicer shall provide such
information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update File and the CREFC®
Appraisal Reduction Template provided to it by the Special Servicer or such other report or reports mutually agreed upon between
the Master Servicer and the Certificate Administrator. Such report shall also be forwarded by the Master Servicer (or the Special
Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been
included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if
the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine the Appraisal Reduction
Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace
the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a




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Consultation Termination Event and other
than with respect to any Excluded Loan, the Special Servicer shall consult with the Directing Certificateholder with respect to
any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount.
Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal
or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan
as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted
such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property
within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer
may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency
Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer
is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.


The Master Servicer
shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within
four (4) Business Days following the Special Servicer’s reasonable request therefor; provided that the Special
Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable
efforts to provide such information to the Special Servicer within four (4) Business Days following the Special Servicer’s
reasonable request.


(d)            
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


(e)            
Each Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its
principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact
any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan
and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.







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Section 4.06      
Grantor Trust Reporting. (a)  The
parties intend that the portions of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of the
Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter
J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention,
neither the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of the Class S
Certificates in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause to
be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator)
and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or
cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue
Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the
Class S Certificates, the Excess Interest and Excess Interest Distribution Account, in the time or times and in the manner required
by the Code.


(b)            
As of the Closing Date, 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 DTC 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 Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


(c)            
The Certificate Administrator shall report required WHFIT information using the 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 to 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.


(d)            
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 Certificates, will 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.




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(e)            
 To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish
on an appropriate website the CUSIP for the Class S Certificates. The CUSIP so published will represent the Rule 144A CUSIP.
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such
CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator 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.


Section 4.07      
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  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 of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating
to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports
being made available pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans (excluding any Non-Serviced
Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report
or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual
Report (each an “Inquiry” and 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, Certificate Administrator or the Operating Advisor, as applicable, and in the case
of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special
Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate Person (in the case of the
Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the
Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered to
the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate
Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of
such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable
period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the
Certificate Administrator’s Website. 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 of the topics described above,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi)




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that answering the Inquiry would or
is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or (vii) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the
Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination.
In addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of
its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that
the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will
not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master
Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing
Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry
would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require
the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference
should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the
respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates.
None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum
and no such party shall have any responsibility or liability for the content of any such information. The Certificate Administrator
shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not
reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding
the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its response
would require the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled
to receive under the terms of this Agreement.


(b)            
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for
at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
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




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fields such as address, phone, and Class(es)
of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be
removed from the Investor Registry (which notice may not be within forty-five (45) days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will 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.


(c)            
The 17g-5 Information Provider shall make available, only to 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 NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency
Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the
forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master
Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email
to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time
following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable)
to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response
to an inquiry may be posted on a separate website or web page accessible by a link on the 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) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement
or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating
Agency 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 Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer.




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Questions posted on the Rating Agency
Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. 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 other
person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted
in the Rating Agency Q&A Forum and Document Request Tool and no such party shall 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 Rating Agency 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 that are not submitted via the 17g-5 Information Provider’s Website.


Section 4.08      
Secure Data Room. (a)  The Certificate Administrator
shall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification
and within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence
Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof,
the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure Data
Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer
and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review
Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto
(which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt,
the Certificate Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than
the contents of the Diligence Files initially delivered to it by the Depositor.


(b)            
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.




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(c)            
 Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor,
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence File related to
such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not
be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section
9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no
event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


[End of Article IV]


ARTICLE
V



THE CERTIFICATES


Section 5.01      
The Certificates. (a)  The Certificates will be substantially
in the respective forms annexed hereto as Exhibits A-1 through and including A-3, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable
judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable
laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may
be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by
their execution thereof. The Class X Certificates shall be issuable only in minimum Denominations of authorized initial Notional
Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than
the Class X-A and Class X-B Certificates) shall be issuable only in minimum Denominations of authorized initial Certificate
Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other
than the Class S and Class R Certificates) shall be issuable in minimum Denominations of authorized initial Certificate Balance
of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class of Certificates does not equal an integral multiple of $1.00, then a single additional
Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional
Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The
Class S Certificates shall be issued, maintained and transferred in minimum percentage interests of 1% of such Class S Certificates
and in multiples of 0.01% in excess thereof. The Class R Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.




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(b)            
 One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


Section 5.02      
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made
pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to the Third Party Purchaser) is to be made in reliance
upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d)
shall apply.


(a)            
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons
in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary Book-Entry
Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an
exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the
Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar,
at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of
the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration
of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry
Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set
forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period,
distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made
upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification.
After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation
S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest
in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance
of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided;


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act,




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on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with Transfers and exchanges as herein provided. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as
Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which
may be the Trustee or an Affiliate thereof.


(b)            
Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificates during the Transfer
Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A
Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar,
as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate
Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


(c)            
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall
be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for
such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and
Class S Certificates shall only be in the form of Definitive Certificates, and the Risk Retention Certificates shall be issued
in the form of Definitive Certificates at all times during the Transfer Restriction Period.


(d)            
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute
any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in
connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates
of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be
issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the
events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry
Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository
of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive
Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same
legends regarding Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall
recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates
are issued in respect of a Class of Book-Entry Certificates, beneficial Ownership Interests in such Class of Certificates will
be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions




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by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


(e)            
From and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates shall only be
held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account by the Certificate Administrator
(and the Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s
trust accounting system under the Retained Certificate Safekeeping Account), as custodian for, and for the benefit of, the Holder
of the related Certificate. The Certificate Administrator shall hold such Risk Retention Certificates in safekeeping and shall
release the same only upon receipt of written instructions from the holder of the Risk Retention Certificates and the Retaining
Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or in connection
with the Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional
authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its
release of the Risk Retention Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall
have no obligation or liability with respect to the safekeeping of the Risk Retention Certificates. There shall be, and hereby
is, established by the Certificate Administrator an account which will be designated the “Retained Certificate Safekeeping
Account” and in which the Risk Retention Certificates 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 Retained
Certificate Safekeeping Account for the Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit
of the Holder of the related Certificate. The Risk Retention Certificates to be delivered in physical form to the Certificate Administrator
shall be delivered as set forth herein. No amounts distributable to the holders of the Risk Retention Certificates shall be remitted
to the Retained Certificate Safekeeping Account, but shall be remitted directly to the Retaining Party in accordance with written
instructions provided separately by the Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances
by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator be obligated to bring legal action
or institute proceedings against any person on behalf of the Retaining Parties. During the Transfer Restriction Period and for
such longer time as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificate representing
the Risk Retention Certificates at the below location, or any other location; provided the Certificate Administrator has given
notice to the Retaining Parties of such new location:


Wells Fargo Bank, N.A.

Attn: Security Control and Transfer (SCAT) – MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414




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On the Closing Date,
and upon completion of each transfer of the Risk Retention Certificates during the Transfer Restriction Period, the Certificate
Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties substantially
in the form of Exhibit TT hereto evidencing its receipt of the Risk Retention Certificates.


The Certificate Administrator
shall make available to the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of
a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i).


For the sake of clarity,
after the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction of the Holder thereof
in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).


Section 5.03      
Registration of Transfer and Exchange of Certificates. (a)  The
Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of Transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each
Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry
Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of Transfer,
(ii) holding the Risk Retention Certificates (during such times as required hereunder) as Definitive Certificates on behalf
of each Holder of such Certificate and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any
notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services in
respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in this
Section 5.03.


(b)            
Subject to the restrictions on Transfer set forth in this Article V, upon surrender for registration of Transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee
or Transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


(c)            
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office




    	 	- 333 -	 



     


    

designated in Section 5.07, of
(1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in
an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream
account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I
hereto given by the holder of such beneficial interest stating that the Transfer of such interest has been made in compliance with
the Transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to
be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent
member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


(d)            
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate,
such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an
equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of
Exhibit J hereto given by the holder of such beneficial interest stating (A) that the Transfer of such interest
has been made in compliance with the Transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in
accordance with Regulation S, or (B) that the Transferee is otherwise entitled to hold its interest in the applicable Certificates
in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under
the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A
Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account




    	 	- 334 -	 



     


    

of the Person specified in such instructions
a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A
Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or Transfer
the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


(e)            
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest
in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate of the same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the
Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as
the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the
Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.07, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing
the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry
Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase, (2) with respect to a Transfer of an interest in the Regulation S Book-Entry Certificate,
information regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a
Transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry
Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto given by the holder
of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Book-Entry
Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified
Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C
attached hereto from the Transferee to the effect that such Transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and
the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to debit, or cause to be debited, from the account of the Person making such Transfer the beneficial interest in
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.




    	 	- 335 -	 



     


    

(f)             
 Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear
or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder
of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation
S Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar
by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate
Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear
or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange
of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate,
the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate
Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect
the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary
Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same
benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated
and delivered hereunder.


(g)            
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than
(a) a Risk Retention Certificate during the applicable Transfer Restriction Period or (b) a Class R Certificate) wishes at any
time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same
Class, or to Transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in
the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form
of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate




    	 	- 336 -	 



     


    

and deliver to the Transferor a new
Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such Transferor and shall
instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance
of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of
the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate
Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may
be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as
may be reasonably required by the Depository to effect such exchange.


(h)            
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when
permitted by Section 5.02(d), and subject to the issuance and Transfer of a Risk Retention Certificate during the applicable
Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee
of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation
S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


(i)             
Transfers of Risk Retention Certificates. During a Transfer Restriction Period, if a Transfer of any Risk Retention Certificate
after the Closing Date is to be made, then the following documents shall be delivered to the Certificate Administrator, who shall
facilitate such Transfer in conjunction with the Certificate Registrar and shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) (i) instruction from the Certificateholder desiring to effect such Transfer
and the Retaining Sponsor pursuant to Section 5.02(e) directing the Certificate Administrator to release such Risk Retention
Certificate from the Retained Certificate Safekeeping Account in connection with a Transfer of such Risk Retention Certificate,
(ii) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit D-3, with respect to the HRR Certificates, which such certification is countersigned by the Retaining
Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned by the Depositor, (iii) a certification
from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit D-4,
with respect to the HRR Certificates, which such certification is countersigned by the Retaining Sponsor with a medallion stamp
guarantee of the Retaining Sponsor and countersigned by the Depositor, (iv) an IRS Form W-9 completed by the prospective Transferee
and (v) wiring instructions and contact information of the prospective Transferee.  After the Transfer Restriction Period,
and for so long as the Risk Retention Certificate, as applicable, is not held in safekeeping, the Certificate Registrar shall refuse
to register any Transfer unless it receives (x) a certification from such Certificateholder’s prospective Transferee
substantially in the form attached hereto as Exhibit D-3, which such certification is countersigned by the Retaining
Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned by the Depositor and (y) a certification
from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit D-4,
which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and
countersigned by the Depositor; provided that after the Transfer Restriction Period, the countersignature of the Retaining
Sponsor and the Depositor to such certifications shall not be required. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect such Risk Retention Certificate, in the
name of the prospective Transferee. For the avoidance of




    	 	- 337 -	 



     


    

doubt, in no event shall a Risk Retention
Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period.


(j)             
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or
Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


(k)            
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, Transfers
of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be
limited to Transfers made pursuant to the provisions of subsection (e) above.


(l)             
If Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such 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 that neither such
legend nor the restrictions on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions
of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
authenticate and deliver Certificates that do not bear such legend.


(m)          
All Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


(n)            
With respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial
Transfer to the Initial Purchasers or, with respect to the Risk Retention Certificates, the Retaining Parties) of any such Certificate
shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from
the proposed purchaser or Transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or Transferee is not and will not be (A) an employee benefit plan or other plan
subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) or any other plan subject to any federal, state or local law that is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”)
or (B) any person acting on behalf of any such Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA) or using the assets of any such Plan to acquire such Certificate, other than an insurance company
using the assets of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60) under circumstances whereby the purchase and holding of such Certificates by such insurance
company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited




    	 	- 338 -	 



     


    

Transaction Class Exemption 95-60 (or,
in the case of a Plan subject to Similar Law, where the purchase, holding and disposition by such Plan will not constitute or result
in a non-exempt violation of applicable Similar Law) or (ii) if such Certificate is presented for registration in the name
of a purchaser or Transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or Transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA
or Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers,
the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in
the Agreement. The Trustee and Certificate Administrator shall not register the sale, Transfer, pledge or other disposition of
any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter
described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing
representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer,
any sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate
shall be deemed to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any
Transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section
5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


(o)            
No Class R or Class S Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is
or will be a Plan, or any person acting on behalf of any Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) or using the assets of any Plan to purchase any Class R or Class S Certificate. Each
prospective Transferee of a Class R or Class S Certificate shall deliver to the Transferor and the Certificate Administrator a
representation letter, substantially in the form of Exhibit F-2, stating that the prospective Transferee is not
and will not become a Plan or a person acting on behalf of any Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA)or using the assets of any Plan. Each Holder of a Class R or Class S Certificate shall be deemed
to represent that it is not and will not become a Person specified in the second preceding sentence. Any attempted or purported
Transfer in violation of these Transfer restrictions shall be null and void ab initio and shall vest no rights in any purported
Transferee and shall not relieve the Transferor of any obligations with respect to the applicable Certificates.


(p)            
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such
Residual Ownership Interest to have agreed to be




    	 	- 339 -	 



     


    

bound by the following provisions and
the rights of each Person acquiring any Residual Ownership Interest are expressly subject to the following provisions:


(i)            
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual 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 Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who
is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


(ii)            
No Residual 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, 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 Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
Transferee to deliver, and the proposed Transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the
proposed Transferee (A) that such proposed Transferee is a Permitted Transferee and (B) stating that (1) the proposed
Transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed Transferee
understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated
by the residual interest, (3) the proposed Transferee intends to pay taxes associated with holding the Residual Ownership
Interest as they become due, (4) the proposed Transferee will not cause income with respect to the Residual Ownership Interest
to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of
such proposed Transferee or any other U.S. Tax Person, (5) the proposed Transferee will not transfer the Residual 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, and (6) the proposed Transferee expressly agrees to be bound by and to abide by
the provisions of this Section 5.03(o) and (y) other than in connection with the initial issuance of a Class R Certificate,
require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor
Letter”), 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 its 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




    	 	- 340 -	 



     


    

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. Upon notice to the Certificate Registrar that there has occurred a Transfer 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 sixty (60) days after a request for information from the Transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the Transferor of such
Residual 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 Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar 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.


(q)            
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(r)             
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 with such forms and
such other information reasonably required by the Certificate Administrator. 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.


(s)            
Each Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


(i)            
Such Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate
for its own account or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the
sale of the Non-Registered Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R
Certificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered
Certificate for its own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring
such Non-Registered Certificate with a view to any resale or distribution of such Non-Registered Certificate other than in accordance
with the restrictions set forth in this Section 5.03, or (C) (except with respect to the Class R Certificates) is an
institution that




    	 	- 341 -	 



     


    

is not a United States Securities
Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


(ii)            
Such Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified
under the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting
the requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United
States Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with
respect to the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in
each case, in accordance with any applicable federal securities laws and any applicable securities laws of any state of the United
States or any other jurisdiction.


(iii)            
Such Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institutional
Buyer or a non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred
in book-entry form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above
and no such transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser
provides certification that the transfer complies with such restrictions, as described in this Section 5.03.


(iv)            
Such Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having
the characteristics of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of,
any law, rule, regulation, charter, trust instrument or other operative document, investment guidelines or list of permissible
or impermissible investments that is applicable to such Certificate Owner.


(t)             
Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the
Code (an “ERISA Plan”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of
its purchase of such Certificate, will be deemed to have represented and warranted that (i) none of the Depositor, Mortgage Loan
Sellers, the Trust, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities, has
provided any investment recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision
for the ERISA Plan has relied in connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary
(within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with
the ERISA Plan’s acquisition of Certificates (unless an applicable prohibited transaction exemption is available (all of
the conditions of which are satisfied) to cover the purchase and holding of the Certificates or the transaction is not otherwise
prohibited), 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.







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Section
5.04       Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) 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 (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by
it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired
by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection
with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a
sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


Section 5.05      
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar or
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that
a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective Transferee).


Section 5.06      
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The
Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the
names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests
in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator
of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator
shall promptly notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time
upon request therefor.




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(b)            
 (i) The Certificate Administrator shall include in any Form 10-D
any written request received in accordance with Section 11.04(a) prior to the Distribution Date to which the Form 10-D
relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder or Certificate Owner
to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate Owners exercising
their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special Notice”)
regarding the request to communicate shall include the following and no more than the following (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the
Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement,
and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner. It is hereby understood that a disclosure in substantially the following form shall be deemed to satisfy
the requirements in the preceding sentence: “On [date], the Certificate Administrator received from [name], a Certificateholder
or Certificate Owner, a request to communicate with other Certificateholders and Certificate Owners in the securitization transaction
to which this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders and Certificate Owners with regard to the possible
exercise of rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate
Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing
address].”


(ii)            
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate shall be paid by the Trust.


Section 5.07      
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479 as its
office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.







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Section
5.08       Appointment of Certificate Administrator.
(a)  Wells Fargo Bank, National Association is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated,
the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section
8.06.


(b)            
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
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.


(c)            
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and
the 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 therewith.


(d)            
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)            
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates
or attorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder.


(f)             
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


Section 5.09      
[RESERVED].


Section 5.10      
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


(a)            
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the
registered Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website.




    	 	- 345 -	 



     


    

Notices delivered in this manner shall
be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


(b)            
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


(c)            
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with
the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


(d)            
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


(e)            
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.




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[End of Article V]


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


Section 6.01      
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset
Representations Reviewer. (a)  The Master Servicer, for itself
only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)            
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


(ii)            
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (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 the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


(iii)            
The Master Servicer 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 other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


(v)            
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order




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regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


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


(vii)            
The Master Servicer has errors and omissions insurance coverage that 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 3.07;


(viii)            
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement; and


(ix)            
To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


(b)            
The Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and
the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)            
The Special Servicer is a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)            
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (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 the Special Servicer or its property is




    	 	- 348 -	 



     


    

subject, which, in the case of
either (B) or (C), is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations
under this Agreement;


(iii)            
The Special Servicer 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 other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


(v)            
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


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


(vii)            
The Special Servicer has errors and omissions 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 3.07; and


(viii)            
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


(c)            
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion




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Noteholder, the Depositor, the Certificate
Administrator, the Master Servicer, the Special Servicer, as of the Closing Date, that:


(i)            
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


(ii)            
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (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 the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor
to perform its obligations under this Agreement or its financial condition;


(iii)            
The Operating Advisor 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 other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


(v)            
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


(vi)            
The Operating Advisor has errors and omissions insurance coverage that 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 3.07;


(vii)            
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating




    	 	- 350 -	 



     


    

Advisor from entering into this
Agreement or, in the Operating Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect
the ability of the Operating Advisor to perform its obligations under this Agreement;


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


(ix)            
The Operating Advisor is an Eligible Operating Advisor.


(d)            
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


(i)            
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)            
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with
the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (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 the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially
and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or
its financial condition;


(iii)            
The Asset Representations Reviewer 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 other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in




    	 	- 351 -	 



     


    

accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


(v)            
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


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


(vii)            
The Asset Representations Reviewer has errors and omissions coverage that 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 3.07;


(viii)            
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


(ix)            
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


(e)            
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.







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Section
6.02       Liability of the Depositor, the Master
Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.
The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be
liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the
Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


Section 6.03      
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b)
below, each of the Depositor, the Master Servicer and the Special Servicer will keep in full effect its existence, rights and franchises
as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification
to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity
and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective
duties under this Agreement.


(b)            
Each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited
to all or substantially all of its assets related to commercial mortgage loan servicing, asset representations reviewing or commercial
mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall
be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer,
in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution
or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and
serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation
or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and,
with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the Surviving Entity
under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with
respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that




    	 	- 353 -	 



     


    

such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with
respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting
requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor notifies the Depositor
in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the
Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case
may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under any other
commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an additional
condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented
(which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master
Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, 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 Operating Advisor, as applicable, 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.
If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other
Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed
to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the
applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner
set forth in Section 7.01.


(i)            
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


(ii)            
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, 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;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.







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Section
6.04       Limitation on Liability of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others.
(a)  None of the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall
be under any liability to the Trust, the Certificateholders or the Companion Holders for any action taken 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 (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any
breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of such party’s duties or by reason of negligent disregard of such party’s
obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder,
member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any kind which,
prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation,
costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative action (whether in equity
or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss,
liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection
with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct
or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition,
absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator
(including in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall 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 has been advised of the likelihood of such loss or damage and regardless of the form
of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining
from acting upon, any resolution, officer’s certificate,




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certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal,
bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably
believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented
by the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of Counsel.


(b)            
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
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, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xiii).


(c)            
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer),
the Special Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member,
manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs (including, without limitation, in connection with the enforcement of such




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indemnified party’s rights under
this Agreement), judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as
a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s
or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


Each of the Master
Servicer and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer
or the Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as
set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12,
Section 3.17(c) and Section 3.18(g) or (ii) a breach by the Master Servicer or the Special Servicer, as applicable,
of any obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


(d)            
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs (including, without limitation, in connection with the enforcement of such indemnified party’s
rights under this Agreement), judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the
Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made




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by a third party with respect to this
Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


(e)            
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including,
without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


(f)             
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation,
in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset




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Representations Reviewer or the Depositor,
as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


(g)            
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken 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 Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


(h)            
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including,
without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.




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(i)             
 The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced
Operating Advisor (if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee,
and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents, shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Whole
Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the
applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced
Trust pursuant to the terms of the related Non-Serviced PSA).


The indemnification
provided herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor or the Asset Representations Reviewer.


(j)             
For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case
may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their
respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer
or the Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or
the Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would
or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a Grantor Trust under the relevant
provisions of the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


Section 6.05      
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt
by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant
to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered
to the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder.
Unless applicable law requires the resignation of the Master Servicer or the




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Special Servicer (as the case may be)
to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation
by the Master Servicer or the Special Servicer under clause (a) above shall become effective until the Trustee or a successor
master servicer or special servicer, as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer
or the Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form 8-K
pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion
Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer,
pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity
to appoint any successor master servicer or special servicer with respect to this Section 6.05; provided that such
successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of
their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special
servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall
pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee
and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided
in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor
master servicer or special servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant
to Section 7.01.


Section 6.06      
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however,
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. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


Section 6.07      
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would
have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


Section 6.08      
The Directing Certificateholder. (a)  Other
than with respect to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
(1) shall be entitled to advise the Special Servicer with respect to all Major Decisions for Specially Serviced Loans (other
than any Excluded Loan) and with respect to all Non-Specially Serviced Loans (other than any Excluded Loan), as to all Major
Decisions and (2) shall be entitled to advise the Master Servicer to the extent




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the Directing Certificateholder’s
consent is required by the definition of Master Servicer Decision. Notwithstanding anything herein to the contrary, except as set
forth in, and in any event subject to, the third and fourth paragraphs of this Section 6.08(a) and Section 6.08(b),
for so long as no Control Termination Event has occurred and is continuing (such limitation not to be applicable to a Loan-Specific
Directing Certificateholder), the Special Servicer shall only be permitted to take any of the following actions (each, a “Major
Decision”) as to which the Directing Certificateholder has consented in writing within ten (10) Business Days after
the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation, which may be in the form
of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Special Servicer in order to grant or withhold such consent, which report may (in the sole discretion of the Special
Servicer) take the form of an Asset Status Report (the “Major Decision Reporting Package”) (provided
that if such written consent has not been received by the Special Servicer within such ten (10) Business Day period, then
the Directing Certificateholder will be deemed to have approved such action):


(i)            
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the
ownership of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that
comes into and continues in default;


(ii)            
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such
Mortgage Loan or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within
120 days as provided in clause (ix) of the definition of “Master Servicer Decision”;


(iii)            
following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies,
including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise,
under the related Mortgage Loan documents;


(iv)            
any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust), or in accordance with Section 3.16(a)(iii) of this Agreement and the related Intercreditor
Agreement in each case, for less than the applicable Purchase Price;


(v)            
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise address hazardous material located at a Mortgaged Property or an REO Property;


(vi)            
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if (i) required pursuant to the
specific terms of the related Mortgage Loan documents or (ii) a release of a non-




    	 	- 362 -	 



     


    

material, non-income producing
parcel as described under clause (ii) or clause (v) of the definition of “Master Servicer Decision”;


(vii)            
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer
of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer
or incurrence of debt as described under clause (xiii) of the definition of “Master Servicer Decision” or, solely
with regard to Specially Serviced Loans, as may be effected (I) without the consent of the lender under the related loan agreements,
(II) pursuant to the specific terms of such Mortgage Loan and (III) for which there is no lender discretion;


(viii)            
any consent to a property management company change with respect to a Mortgage Loan for which the proposed replacement property
manager is a Borrower Party, including, without limitation, approval of the termination of a manager and appointment of a new property
manager;


(ix)            
any franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes
under the related Mortgage Loan documents;


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


(xi)            
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


(xii)            
other than in the case of a Non-Specially Serviced Loan or a Non-Serviced Mortgage Loan, any modification, amendment, consent
to a modification or waiver of any material term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine
lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan (except any modification,
amendment, consent to a modification or waiver of any term of any Intercreditor Agreement or any intercreditor, co-lender or similar
agreement with any mezzanine lender or subordinate debt holder to split or resize notes consistent with the terms of such Intercreditor
Agreement or such intercreditor, co-lender or similar agreement), or any action to enforce rights (or decision not to enforce rights)
with respect thereto; provided, however, that any such modification or amendment that would adversely impact the
Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;




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(xiii)            
 any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


(xiv)            
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit
a principal prepayment instead of defeasance if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


(xv)            
determining whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, waiver,
amendment or subordination, non-disturbance and attornment agreement or entry into a new Ground Lease;


(xvi)            
other than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease (addressed in clause
(xv) above), any modification, waiver or amendment of any lease, the execution of a new lease or the granting of a subordination,
non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO Property if the lease affects
an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property;


(xvii)            
other than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements
(other than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor of the obligation
to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


(xviii)            
other than in the case of a Non-Specially Serviced Loan, any approval of or consent to a grant of an easement or right of
way that materially affects the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect
to the related Mortgage Loan or any related Companion Loan or subordination of the lien of the Mortgage Loan to such easement or
right of way; and


(xix)            
other than in the case of any Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


provided, however, that,
in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect
to the foregoing matters, or any other matter requiring consent of (i) the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder
or the Operating Advisor) or (ii) with respect to the Serviced AB Whole Loan, the AB Whole Loan Controlling Holder (prior
to the occurrence and continuance of an AB Control Appraisal Period) is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole




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(taking into account the subordinate
or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be, may take
any such action without waiting for the Directing Certificateholder’s response or the AB Whole Loan Controlling Holder’s
response (or without waiting to consult with the Directing Certificateholder, the AB Whole Loan Controlling Holder or the Operating
Advisor, as the case may be); provided that the Special Servicer or the Master Servicer, as the case may be, provides the
Directing Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such action including
a reasonably detailed explanation of the basis therefor. Notwithstanding the foregoing, with respect to a Serviced AB Whole Loan,
prior to the occurrence and continuance of an AB Control Appraisal Period, the Directing Certificateholder shall not be entitled
to exercise the rights described in this Section 6.08 with respect to any Major Decision and the Master Servicer or the
Special Servicer, as applicable, shall obtain the prior consent of the AB Whole Loan Controlling Holder to the extent required
by the terms of the related AB Intercreditor Agreement. However, with respect to a Serviced AB Whole Loan, if the Master Servicer
or the Special Servicer, as applicable, determines immediate action is necessary to protect the interests of the Certificateholders
and the holders of any related Serviced Companion Loan, or if a failure to take any such action at such time would be inconsistent
with the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, may take actions with respect to such
Mortgaged Property before obtaining the consent of the AB Whole Loan Controlling Holder or the Directing Certificateholder, as
applicable, if the Master Servicer or the Special Servicer, as applicable, reasonably determines in accordance with the Servicing
Standard that failure to take such actions prior to such consent would materially and adversely affect the interest of the Certificateholders
and the holders of any related Serviced Companion Loan, as a collective whole and the Master Servicer or the Special Servicer,
as applicable, has made a reasonable effort to contact the Directing Certificateholder. Neither the Master Servicer nor the Special
Servicer is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter
requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination Event;
provided, however, that, after the occurrence and during the continuance of a Control Termination Event, the Special
Servicer shall consult with the Directing Certificateholder (only prior to the occurrence and continuance of a Consultation Termination
Event) in connection with any Major Decision not relating to an Excluded Loan (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and
consider alternative actions recommended by the Directing Certificateholder in respect thereof. In the event the Special Servicer
receives no response (which initial request shall include a Major Decision Reporting Package) from the Directing Certificateholder
within 10 Business Days following its written request for input on any required consultation, the Special Servicer shall not be
obligated to consult with the Directing Certificateholder on the specific matter; provided, however, that the failure
of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder
on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded
Loan with respect to such party) or Serviced Whole Loan. The Special Servicer shall provide each Major Decision Reporting Package
to the Operating Advisor (a) prior to the occurrence of an Operating Advisor Consultation Event, promptly after the Special Servicer
receives the Directing Certificateholder’s approval or deemed approval with respect to such Major Decision or (b) following
the occurrence and during the continuance of an Operating Advisor Consultation Event, simultaneously upon




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providing such Major Decision Reporting
Package to the Directing Certificateholder; provided, however, that, with respect to any Non-Specially Serviced Loan
other than an Excluded Loan, no Major Decision Reporting Package shall be required to be delivered prior to the occurrence and
continuance of an Operating Advisor Consultation Event. 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 a Servicing Officer
with relevant knowledge regarding the related Mortgage Loan and 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. In addition, if an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer shall also
consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Event
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 10 Business Days following the later of (i) its written request for input (which request shall include the related
Major Decision Reporting Package) on any required consultation 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 applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event, a Consultation Termination
Event or an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this
Section 6.08(a) for consulting with the Operating Advisor.


Subject to the terms
and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan)
and any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request
to the Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the
Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such
request or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the Special Servicer
by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested by the Special
Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision and shall not
be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any Major Decision.




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In addition, with
respect to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing,
the Directing Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the Special Servicer
with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a) or this paragraph may
require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a
Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests
of the Certificateholders.


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or the
Operating Advisor or any advice from the Directing Certificateholder or the Operating Advisor would cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without
limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal to
consent or advise and notify the Directing Certificateholder or the Operating Advisor, respectively, and the Trustee and the Rating
Agencies 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 the Special Servicer in accordance with the direction of or approval of the Directing
Certificateholder or the advice of the Operating Advisor that does not violate the terms of any Mortgage Loan, applicable law or
the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer
or the Special Servicer.


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in its own interests or the interests of the Holders




    	 	- 367 -	 



     


    

of the Controlling Class, that the Directing
Certificateholder does not have any duties or liability to the Holders of any Class of Certificates other than the Controlling
Class, that the Directing Certificateholder shall not be liable to any Certificateholder, by reason of its having acted solely
in its own interests or the interests of the Holders of the Controlling Class, and that the Directing Certificateholder shall have
no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal thereof for having so acted.


Any Non-Serviced
Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the
related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued
under the related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other
classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the
related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced
PSA, and that the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have
no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal
thereof for having so acted.


(b)            
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right
to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Master Servicer, the Special Servicer and any other applicable party shall consult with the Directing
Certificateholder (other than with respect to any Excluded Loan), to the extent set forth herein in connection with any action
to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence and during the continuance
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other
than any Loan-Specific Directing Certificateholder) shall have no direction, consultation or consent rights hereunder and 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 Certificateholder.







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Section 6.09      
Knowledge of Wells Fargo Bank, National
Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any
particular capacity hereunder will not be deemed to be imputed with knowledge of Wells Fargo Bank, National Association, acting
in a capacity that is unrelated to the transactions contemplated by this Agreement, except 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 or Servicing Officers, as applicable.


[End of Article VI]


ARTICLE
VII



SERVICER TERMINATION EVENTS


Section 7.01      
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the
case may be, any one of the following events:


(i)            
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection
Account, or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by
the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied
within one (1) Business Day or (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, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


(ii)            
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit
is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account
hereunder, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by,
the terms of this Agreement; or


(iii)            
any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in
any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied
for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to
be filed, five (5) Business Days in the case of the Master Servicer’s or the Special Servicer’s obligations, as
the case may be, contemplated by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s
failure to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property
insurance policy required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or
(B) to the Master




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Servicer or the Special Servicer,
as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan if affected
by that failure, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, if such failure
is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such
period will be extended an additional thirty (30) days; provided, further, however, that such extended
period will not apply to the obligations regarding Exchange Act reporting; or


(iv)            
any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty
contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests
of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholders; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


(v)            
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, marshalling 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
or the Special Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or
unstayed for a period of sixty (60) days; or


(vi)            
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


(vii)            
the Master Servicer or 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; or




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(viii)            
 KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Companion Loan Securities, as
applicable, or (B) placed one or more Classes of Certificates or Serviced Companion Loan Securities, as applicable, on “watch
status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch
status” placement shall not have been withdrawn by KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities,
any Companion Loan Rating Agency, as applicable), within sixty (60) days of such rating action) and, in the case of either
of clauses (A) or (B), publicly citing servicing concerns with such master servicer or special servicer, as the case
may be, as the sole or a material factor in such rating action;


(ix)            
the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or such Special Servicer, as the case may be, is not reinstated to at least that
rating within 60 days of the delisting; or


(x)            
the Master Servicer or the Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as
a “U.S. Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable,
and is not restored to such status on such list within 60 days.


(b)            
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction
of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each
of the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there
is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in
writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage
Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however,
that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date
of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt
by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power
of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact 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




    	 	- 371 -	 



     


    

of termination, whether to complete
the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and the
Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all
documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s, as the
case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however, that the Master
Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d)
(with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master
Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and
its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any
such termination).


(c)            
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii), Section 7.01(ix) or Section 7.01(a)(ix), the Master Servicer shall have
a forty-five (45) day period after such notice in which to find a successor master servicer qualified to act as Master
Servicer hereunder in accordance with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its
rights to service the Mortgage Loans under this Agreement. During such forty-five (45) day period the Master Servicer
may continue to serve as the Master Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five
(45) day period, to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder, then
and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. The Special Servicer appointed to replace the Special Servicer with respect to a Serviced Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the Person (or Affiliate
thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. The Special Servicer
under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related
Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any
appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result in the




    	 	- 372 -	 



     


    

downgrade, withdrawal or qualification
of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


(d)            
Subject to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement
at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan, the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section
6.04) and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’
notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such
termination to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d)
provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this
Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate
the Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole
Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder
(other than with respect to any Excluded Loan) shall appoint a successor special servicer to assume the duties of the Special Servicer
hereunder; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities,
the applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating
Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing
Certificateholder from appointing a replacement special servicer, provided that such replacement may not be the removed
Special Servicer or its Affiliate.


After the occurrence
and during the continuance of a Control Termination Event, upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction to assume the
duties of the Special Servicer hereunder, (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 which will not be additional expenses of the Trust and (c) delivery by such
Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency
Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment
(or replacement) will not result in the downgrade,




    	 	- 373 -	 



     


    

withdrawal or qualification of the then
current ratings of any class of any related Serviced Companion Loan Securities, the Certificate Administrator shall promptly post
notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section
3.13(b) and concurrently by mail, conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative
votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so received,
such votes shall be null and void ab initio. Upon the written direction of Holders of Principal Balance Certificates evidencing
at least 66-2/3% of a Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special
Servicer under this Agreement and appoint the successor special servicer to assume the duties of the Special Servicer (which must
be a Qualified Replacement Special Servicer) designated by such Certificateholders.


If at any time a Control
Termination Event that relates to any Mortgage Loan is continuing, upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of 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 out-of-pocket 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 which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation of votes
of all Certificates in such regard, which requisite affirmative votes must be received within one hundred eighty (180) days
of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written direction
of Holders of Principal Balance Certificates evidencing at least 66-2/3% of a Quorum of Certificates, the Trustee shall terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special servicer (which
must be a Qualified Replacement Special Servicer) designated by such Certificateholders.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via
the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices
are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall
not apply to any Serviced AB Whole Loan for which it is not subject to an AB Control Appraisal Period or to any Servicing
Shift Whole Loan,.


A Serviced AB Whole
Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace
the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers
a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor
special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
this Agreement from and after




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the date it becomes the Special Servicer
as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator;
and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate
Administrator 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 with respect to any Serviced AB Whole Loan
and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in
accordance with the terms hereof.


The parties hereto
acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor
Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains
unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable
Non-Serviced Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation
from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the
occurrence and continuance of a control termination event under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace the Special
Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated
at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


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 report in the form of
Exhibit W attached hereto, setting forth the reasons supporting its recommendation (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 to assume the duties of the Special Servicer, which shall be a Qualified Replacement 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 3.13(b), and concurrently by
mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal
Balance Certificates evidencing at least a majority of a quorum of Certificateholders (which quorum, for




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this purpose, is the Holders of Certificates
that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance Certificates on
an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s
Website, and if not so received, such votes shall be null and void ab initio, and (B) consist of at least three Certificateholders
or Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt by the Certificate Administrator
following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation
from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then current ratings of any class of any related Serviced Companion Loan Securities, the Trustee shall (i) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved
by the holders of Certificates evidencing at least a majority of a quorum of Certificateholders (as set forth above) and (ii) 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 obtaining such Rating Agency Confirmations
and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall
be an additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes,
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. Notwithstanding the foregoing, the Operating Advisor shall not
be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB Whole Loan so long as the related
Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with
respect to any Servicing Shift Whole Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by
the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be
the removed Special Servicer or its Affiliate.


No penalty or fee
shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


For the avoidance
of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


(e)            
The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to the Master Servicer or Special Servicer. In no event shall the remedy for a breach




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of the foregoing covenant extend beyond
termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The
operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


(f)             
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion
Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


(g)            
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan,
the Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for
the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of
a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning
Special Servicer shall use commercially reasonable efforts to appoint the related Excluded Special Servicer. The Special Servicer
shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect
to the identity of the applicable Excluded Special Servicer. It shall be a condition to any such appointment that (i) the
Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes
the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the
related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor
and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant to the
Exchange Act regarding itself in its role as Excluded Special Servicer.


If at any time the
Special Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special
Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the
related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an
Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related
Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole
Loan is no longer an Excluded Special Servicer Loan.




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The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole
Loans that are not Excluded Special Servicer Loans during such time).


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the Special
Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


Section 7.02      
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of
termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within
the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to
that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as the Master Servicer
or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be
subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities,
duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the
Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any
failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor
Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to
the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties
of the Master Servicer or the Special Servicer, as applicable, herein or in any related document or agreement, for any acts or
omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as
a result of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11,
as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant to
Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled
to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act




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hereunder. Should the Trustee succeed
to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard
of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section
8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special
servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may,
if it shall be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is
unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder
(solely with respect to the Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates entitled to more than 50% of the Voting
Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor
to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment of a successor to the Master Servicer
or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to the Master Servicer
or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment
(solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination
Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the
Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity
as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or the Special
Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation with respect
to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated
Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated
Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer
or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed
the party requesting such termination or the successor master servicer or special servicer for such expenses within 90 days
after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated
Master Servicer or Special Servicer shall not thereby be relieved of its liability for such




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expenses. If and to the extent that
the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination
shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event
of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses.
For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the Special Servicer in accordance with this Agreement
at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or the Special Servicer
pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


Section 7.03      
Notification to Certificateholders. (a)  Upon any resignation
of the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant
to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.


(b)            
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the
Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is
affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


Section 7.04      
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer
Termination Event; provided, however, that a Servicer Termination Event under clause (i), (ii) or (viii) of
Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer
Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI)
may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights
of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination
Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, 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 Servicer Termination Event prior to such
waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.







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Section
7.05       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 (5) Business Days following such failure by the Master
Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii) to the
extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by
noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. 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 Reimbursement Rate,
and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s default in 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 hereunder.


[End of Article VII]


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


Section 8.01      
Duties of the Trustee and the Certificate Administrator. (a)  The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving
of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically
set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee 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 his own affairs. Any permissive right of the Trustee and the Certificate
Administrator contained in this Agreement shall not be construed as a duty.


(b)            
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered
for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator




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shall notify the party providing such
instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by
the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator
in good faith, pursuant to this Agreement.


(c)            
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


(i)            
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, 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 certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


(ii)            
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


(iii)            
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater
than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


(d)            
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


Section 8.02      
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section
8.01:




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(i)            
 The Trustee and the Certificate Administrator may 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;


(ii)            
The Trustee and the Certificate Administrator may consult with counsel and the 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 therewith;


(iii)            
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 the Certificates or to make any investigation of matters arising hereunder or to 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 applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


(iv)            
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


(v)            
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator 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, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking




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any such action. The reasonable
expense of every such reasonable examination shall be paid by the requesting Holders;


(vi)            
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such
agents, affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder;
provided, further, 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)            
For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed
to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any
act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless
written notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee
or the Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this
Agreement;


(viii)            
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 the Master Servicer or the Special Servicer, as the case may be, in which
case the Trustee shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor,
the Operating Advisor or the Asset Representations Reviewer;


(ix)            
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


(x)            
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;


(xi)            
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


(xii)            
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


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,




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without limitation, as Custodian, Certificate
Registrar, 17g-5 Information Provider and Authenticating Agent).


Section 8.03      
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Section 2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent
set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as
to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the
Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case
of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may
rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


Section 8.04      
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


Section 8.05      
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of their respective duties
hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s
portion of one month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably
anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly
on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan
related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate
Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator Fee Rate
and the Certificate Administrator Fee shall be computed in the same manner as interest is calculated thereon and for the same period
respecting which any related interest payment due or deemed thereon is computed. The Trustee Fee (which shall not be limited to
any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole




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form of compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties
of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator
Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers
and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator Fee shall be payable with respect to any Companion Loan.


(b)            
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account from time to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to
the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or
the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of
the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent,
REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided,
however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements
incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee
or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are
not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss,
liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s
or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of
such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section
8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section
8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


(c)            
The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the
Certificate Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations
under this Agreement or




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(ii) negligence, bad faith or willful
misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity
in which the Certificate Administrator is required to make available information to a Privileged Person that is an NRSRO, in the
performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


Section 8.06      
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “A-” by S&P, “A-” by Fitch and, if
rated by KBRA, “A” by KBRA; provided that the Trustee will not become ineligible to serve based on a failure
to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “BBB”
by S&P and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not
less than “A-1” from S&P and “F1” by Fitch and (c) the
Master Servicer maintains a rating of at least “A” by S&P and “A+” by Fitch; provided that nothing
in this proviso shall impose on the Master Servicer any obligation to maintain such rating; and (iv) an entity that is not
a Prohibited Party.


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust
or (iii) administer the Trust REMICs and/or the Grantor Trust from a state and local jurisdiction that does not impose such
a tax.


Section 8.07      
Resignation and Removal of the Trustee and Certificate Administrator. (a)  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 Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as
applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section
3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information




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Provider, which shall promptly post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such
notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator
may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and such petition will be an expense of the Trust.


(b)            
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made
available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor
trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of the Trust.


(c)            
The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate




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administrator, as applicable, shall
be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


(d)            
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator,
as the case may be, shall pay all costs and expenses associated with the transfer of its duties.


If the same party
is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity
as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


Upon any succession
of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be
entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall
be personally liable for any action or omission of any successor trustee or certificate administrator.


(e)            
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note (to the
extent that the original executed Mortgage Note for each Mortgage 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 BBCMS Mortgage
Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 or in blank, and (ii) in the case of the
other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee),
assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the
successor, as trustee for the registered Holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates,
Series 2021-C9 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
that any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with
the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such
endorsement; (c) if any other assignable




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Mortgage Loan document was not assigned
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to
the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor
trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing
that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event
such endorsement or assignment cannot be made for any reason, to note the same in such certification.


(f)             
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


Section 8.08      
Successor Trustee or Certificate Administrator. (a)  Any
successor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver
to the Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument
accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator
shall become effective and such successor trustee or certificate administrator 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 herein. The predecessor Trustee shall deliver to the successor trustee
all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on
its behalf by the Custodian, which Custodian, at Custodian’s option shall become the agent of the successor trustee), and
the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all
such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


(b)            
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable,
shall be eligible under the provisions of Section 8.06.


(c)            
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section
8.08, the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after
acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee
or successor certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


Section 8.09      
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person




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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 applicable, hereunder; provided that, in the case of the Trustee, such successor Person shall be eligible
under the provisions of Section 8.06, 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 Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Section 8.10      
Appointment of Co-Trustee or Separate Trustee. (a)  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 Master Servicer 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
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, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen
(15) days after the receipt by it of a request to do so, or in 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. All
co-trustee fees shall be payable out of the Trust Fund.


(b)            
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, 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 or
the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


(c)            
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. 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. Every such instrument shall be filed with the Trustee.




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(d)            
 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.


(e)            
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of
its duties and responsibilities hereunder.


Section 8.11      
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


Section 8.12      
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, 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;


(ii)            
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or 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 instrument
to which it is a party or which is applicable to it or any of its assets;


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




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(iv)            
 This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


(v)            
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


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


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


(viii)            
To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


Section 8.13      
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the information provided
to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced
Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders
to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent
identity and/or contact information regarding any of the Serviced Companion Noteholders




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has not been provided to the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable.


Section 8.14      
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


(i)            
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


(ii)            
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the
terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or 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 instrument to which it is a party or which is applicable to it or any of its
assets;


(iii)            
The Certificate Administrator has the full power and authority to enter into and consummate all transactions 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 each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


(v)            
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either
the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the
Certificate Administrator;


(vi)            
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely




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affect either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


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


(viii)            
To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


Section 8.15      
Compliance with the PATRIOT Act. In order to comply with the 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 (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to
time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


[End of Article VIII]


ARTICLE
IX



TERMINATION


Section 9.01      
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section
9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Certificate Registrar, the Custodian (other than the obligations of the Custodian to deliver any remaining Mortgage Files with
any necessary assignments, endorsements and other instruments as hereafter set forth), the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision
for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid
on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation
of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders
of the majority of the Controlling Class, the Special Servicer, the Master




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Servicer or the Holders of the Class
R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund at a price equal to (a) the Termination Purchase Amount, plus (b) the reasonable out-of-pocket
expenses of the Master Servicer and the Special Servicer with respect to such termination, other than in the case of the Master
Servicer or Special Servicer, as applicable, that is a purchaser of such Mortgage Loans, minus (c) solely in the case
where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d)
and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to
have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1,
Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding, the voluntary exchange by the Sole Certificateholder of all the then-outstanding Certificates (other than the Class
R and Class S Certificates) for the remaining Mortgage Loans and REO Properties remaining in the Trust Fund; provided, however,
that in no event shall the Trust created hereby continue beyond the expiration of twenty-one (21) years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian
shall release or cause to be released to the Master Servicer, at the address provided in Section 13.05 of this Agreement
or to such other address designated by the Master Servicer in writing, any Mortgage Files remaining in its possession.


Following the date
on which the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates
together with the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving
written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event
that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R and Class S Certificates) for
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall remit for deposit in the Collection Account an amount in immediately available funds equal to (a) the Termination
Purchase Amount plus (b) all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection
Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit
in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall be further deemed distributed to the
Holders of all outstanding Certificates) an amount equal to the Termination Purchase Amount. In addition, the Master Servicer shall
transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account
on the P&I Advance Date related to such Distribution Date in which




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the final distribution on the Certificates
is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s
portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits
have been made and following the surrender of all its Certificates (other than the Class R and Class S Certificates) on the applicable
Distribution Date, 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 Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of each Loan REMIC and the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the
Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall
credit such amounts against amounts distributable in respect of such Certificates, the related Loan REMIC Regular Interests and
Related Lower-Tier Regular Interests.


The obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related
Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement
remain due and owing.


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that
order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee,
the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of
purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer,
or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of
each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the Stated Principal Balance
of the Mortgage Loans as set forth in the Preliminary Statement (solely for the purposes of this calculation, if such right is
being exercised after the Distribution Date in April 2030 and the MGM Grand & Mandalay Bay Mortgage Loan is still an asset
of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and
from the aggregate initial pool balance). This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may




    	 	- 397 -	 



     


    

be, shall deposit in the Lower-Tier
REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution 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), which portion
shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise
be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release
or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the
Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer
of the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund.


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Loan REMICs,
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer then the Master Servicer, and then the Holders of
the Class R Certificates. For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the
Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating
the Trust.


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
the Loan-Specific Directing Certificateholder each Serviced Companion Noteholder and the 17g-5 Information Provider in
accordance with the provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5
Information Provider’s Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified
pursuant to this Section 9.01, to the other parties hereto mailed (a) in the event such notice is given in connection
with the purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier than the 15th day
and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.




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After transferring
the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to
the Regular Certificates pursuant to Section 4.01(f) to the Upper-Tier REMIC Distribution Account pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the
Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such
Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution
Account that are allocable to payments on the Class of Certificates so presented, (ii) the Holders of the Excess Interest Certificates
so presented any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall
be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts
transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final
Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR
Interest in accordance with Section 4.01(a), Section 4.01(c), Section 4.01(f) and Section 4.01(h).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders
not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(j).


Each Loan REMIC shall
terminate as described above or as otherwise described in the related REMIC Declaration.


Section 9.02      
Additional Termination Requirements. (a)  In the event
the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates
purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided
in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC shall be terminated in accordance with the following
additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


(i)            
the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


(ii)            
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash;
and


(iii)            
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier
Regular Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the




    	 	- 399 -	 



     


    

Upper-Tier REMIC) all cash
on hand (other than cash retained to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate
at that time.


(b)            
Each of the McCarthy Ranch Loan REMIC, the Barclays MGM Grand & Mandalay Bay Loan REMIC and the SGFC MGM Grand &
Mandalay Bay Loan REMIC shall terminate upon repurchase of the related Mortgage Loan or receipt of the final payment or final liquidation
proceeds with respect to the related Mortgage Loan.


[End of Article IX]


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator
shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under
Applicable State and Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for
the taxable year ending on the last day of the calendar year in which the Loan REMIC Regular Interests, the Lower-Tier Regular
Interests and the Regular Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier REMIC,
each Class of the Regular Certificates shall be designated as the “regular interests” and the Class UR Interest shall
be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election
in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier
REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests”
(within the meaning of Section 860G of the Code) (i) in the Upper-Tier REMIC other than the Regular Certificates and the Class
UR Interest, (ii) in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Class LR Interest and (iii) in any
Loan REMIC other than the related Loan REMIC Regular Interest and the related Loan REMIC Residual Interest.


(b)            
The McCarthy Ranch Loan REMIC Declaration designates the McCarthy Ranch Loan REMIC Regular Interest as the “regular
interest” in such Loan REMIC within the meaning of Section 860(G)(a)(1) of the Code and the McCarthy Ranch Loan REMIC Residual
Interest as the sole class of “residual interests” in such Loan REMIC within the meaning of Section 860G(a)(2) of the
Code. The Barclays MGM Grand & Mandalay Bay Loan REMIC Declaration designates the Barclays MGM Grand & Mandalay Bay Loan
REMIC Regular Interest as the “regular interest” in such Loan REMIC within the meaning of Section 860(G)(a)(1) of the
Code and the Barclays MGM Grand & Mandalay Bay Loan REMIC Residual Interest as the sole class of “residual interests”
in such Loan REMIC within the meaning of Section 860G(a)(2) of the Code. The SGFC MGM Grand & Mandalay Bay Loan REMIC Declaration
designates the SGFC MGM Grand & Mandalay Bay Loan REMIC Regular Interest as the “regular interest” in such Loan
REMIC within the meaning of Section 860(G)(a)(1) of the Code and the SGFC MGM Grand & Mandalay Bay Loan REMIC Residual Interest
as the sole class of “residual interests” in such Loan REMIC within the meaning of Section 860G(a)(2) of the Code.




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(c)            
 The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC, January 22, 2021 is designated in the McCarthy Ranch Loan REMIC Declaration as the Startup Day of the McCarthy Ranch
Loan REMIC, February 12, 2021 is designated in the Barclays MGM Grand & Mandalay Loan REMIC Declaration as the Startup
Day of the Barclays MGM Grand & Mandalay Loan REMIC and February 12, 2021 is designated in the SGFC MGM Grand & Mandalay
Loan REMIC Declaration as the Startup Day of the SGFC MGM Grand & Mandalay Loan REMIC, in each case within the meaning of Section 860G(a)(9)
of the Code.


(d)            
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
any such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05 unless such legal expenses and costs
are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate Administrator
is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each
Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to such designation, on behalf of
themselves and all successor Holder of Class R Certificates.


(e)            
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare
or cause to be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible
means.


(f)             
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the Certificate
Administrator as the “partnership representative” of each of the Trust REMICs created hereunder.


(g)            
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of




    	 	- 401 -	 



     


    

each Trust REMIC as a REMIC under the
REMIC Provisions and the Trustee shall assist the Certificate Administrator to the extent reasonably requested by the Certificate
Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly or intentionally take any action,
cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and
the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may
be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any
Trust REMIC or the Trust (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”) (either such event, an “Adverse REMIC Event”) unless the
Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party
fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest of the
Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the Certificate Administrator
or the Trustee) to the effect that the contemplated action will not, with respect to the Trust or any Trust REMIC created hereunder,
cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust
against such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”).
The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense
of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will
to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


(h)            
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(h); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by
the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net




    	 	- 402 -	 



     


    

income from any “prohibited transaction”
under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust 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 prohibited
transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure
property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator
shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable)
and shall distribute such retained amounts, (x) in the case of the Loan REMIC Regular Interests, to the Lower-Tier REMIC to
the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Loan REMIC Residual Interests in the manner specified in Section 4.01(m), (y) in the case of the
Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section
4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner
specified in Section 4.01(a) to the extent they are fully reimbursed for any Realized Losses arising therefrom and then
to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent
such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful
misconduct, bad faith, or negligence by such party.


(i)             
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


(j)             
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


(k)            
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


(l)             
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) for each Loan REMIC Regular
Interest is the date set forth in the related REMIC Declaration (the Maturity Date of the related Mortgage Loan).




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(m)          
 None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause
the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


(n)            
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 any Trust REMIC and (ii) to avoid payment by any 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 a Class R Certificate agrees, by acquiring such
Certificate, to any such elections, and agrees to reasonably cooperate with the Certificate Administrator in connection with any
such elections the Certificate Administrator determines in its discretion are necessary or advisable.


Section 10.02   
Use of Agents. (a)  The Trustee shall execute all of
its obligations and duties under this Article X through its Corporate Trust Office. The Trustee may execute any of
its obligations and duties under this Article X either directly or by or through agents or attorneys. The Trustee shall
not be relieved of any of its duties or obligations under this Article X by virtue of the appointment of any such agents
or attorneys.


(b)            
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents, affiliates or attorneys.


Section 10.03   
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


(b)            
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or




    	 	- 404 -	 



     


    

the Trust and as shall be reasonably
requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate
Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized
to act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in
which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States
of America or of any State and be subject to supervision or examination by federal or state authorities. In the absence of any
other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act
in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator,
then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


(b)            
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


(c)            
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice
of resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator,
in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and
the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor
REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator
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 REMIC Administrator. No REMIC Administrator shall have responsibility
or liability for any action taken by it as such at the direction of the Certificate Administrator.




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[End of Article X]


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 to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor
shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in
each case, the rules and regulations of the Commission thereunder. 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 requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, and any Other Securitization
subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes
a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any
such Other Depositor, Other Trustee or Other Certificate Administrator, 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 attainable)
necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor
or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating
to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor 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 and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent that 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; Subcontractors. (a)  As a condition to
the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer




    	 	- 406 -	 



     


    

is a servicer as contemplated by Item
1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into
which the Master Servicer and the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated,
or (ii) which may be appointed as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer
or Certificate Administrator, the person removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator
shall provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor,
as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment (or such
shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate
Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information relating to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate
Administrator 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); provided, however,
that if disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement,
the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator, as the case may be, shall
submit such disclosure to the Depositor and the Other Depositor no later than the effective date of such succession or appointment.


(b)            
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function
Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other
Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced
Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other
Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized
by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that
will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with
respect to any other Subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such
Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor
related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section
11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect
to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant 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
11.10 and Section 11.11,




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in each case, as and when required to
be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its
obligations hereunder.


(c)            
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection
with the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such
Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor
meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer 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, the engagement of such Sub-Servicer shall not be effective unless and until notice is given
to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with
respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such
written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor).
Such notice shall contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely
report the event 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).


(d)            
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event 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).


(e)            
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer
and/or any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to
Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such
Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


(f)             
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that
services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section
11.02.







    	 	- 408 -	 



     


    

Section
11.03    Filing Obligations.
(a)  The Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof,
and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”)) such Forms executed by the Depositor.


Each party hereto
shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


(b)            
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 10-D, Form ABS-EE, Form 10-K or Form 8-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A
or Form 8-K/A. Any Form 15, Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K
or Form 8-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K
or Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


Section 11.04   
Form 10-D and Form ABS-EE Filings.
(a)  Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the




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Certificate Administrator shall prepare
and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange
Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached
thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional
Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting,
direction and approval.


For so long as the
Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five
(5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE
(except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto)
and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be
delivered by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may
instruct) or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator
shall have any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure
information. The Depositor shall be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator
in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent
Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central
Index Key” for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by
the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this
Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special
Servicer within the time period specified in this Section 11.04) and the Collection Account as of the related Distribution
Date and as of the immediately preceding Distribution Date, (iv) the




    	 	- 410 -	 



     


    

balances of the Distribution Accounts,
the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the
immediately preceding Distribution Date and (v) the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be
filed on or prior to the filing of the applicable report on Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance
with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i)
and clause (ii) of this paragraph.


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no”. The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


With respect to any
Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part
of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the
identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master
Servicer or the Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of
any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the
total Debt Service Coverage Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as
applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable.


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


Upon receipt of the
Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
in accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after
receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


To the extent the
Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the




    	 	- 411 -	 



     


    

Form 10-D relating to the reporting
period in which such request was received a Special Notice regarding the request to communicate, and such Special Notice is required
to include the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making the
request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received such
request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


(b)            
After preparing the Form 10-D and Form ABS-EE, the Certificate
Administrator shall forward electronically copies of the Form 10-D and Form ABS-EE
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, respectively,
and, a duly authorized officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax
copy of such signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees
in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney
meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution
of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10-D and
each Form ABS-EE, as applicable, in which case the Certificate Administrator
shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney
in fact for the Depositor. As provided in Section 11.04(c), the Certificate Administrator shall file such Form ABS-EE, upon
receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE
cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE
needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b) and . Promptly
after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed copy
of each Form 10-D and Form ABS-EE filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York,
New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh
Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(b) and Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as
applicable, is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section
11.04(b) and Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any
loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange
for execution or file




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such Form 10-D or such Form
ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


(c)            
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act
and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE
required to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus.
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received
by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate
Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the
Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File, any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible
Format and Excel format) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are
to be directed to Midland Loan Services, a Division of PNC Bank, National Association at the e-mail address provided with the submission
of such CREFC® Schedule AL File and Schedule AL Additional File (or such other e-mail address or phone number provided
to the Certificate Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably
cooperate with the Depositor to answer any questions that the Depositor may pose to the Master Servicer regarding any CREFC®
Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, the
Initial Schedule AL Additional File or the Annex A-1 to the Prospectus) that the Master Servicer provided to the Certificate Administrator.
The Certificate Administrator, the Master Servicer, and the Depositor shall each, to the extent related to such party’s obligations
hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule
AL Additional File promptly.


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and
return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to
the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously
filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available
on the Certificate Administrator’s website a final executed copy of each Form ABS-EE (together with the related CREFC®
Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York,
New York 10019, Attention: Daniel Vinson, Email:




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Daniel.vinson@barclays.com, with a copy
to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department,
Email: steven.glynn@barclays.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is contingent upon
the responsible parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c).
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability
or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or
file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE
for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


(d)            
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.04.


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days
after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31
of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing in March 2022, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in
form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case
to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


(i)            
an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


(ii)            
(A) the annual reports on assessment of compliance with Servicing Criteria for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing
Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Custodian or Trustee, as described under Section 11.10; and


(B)          
if any such report on assessment of compliance with Servicing Criteria described under Section 11.10 identifies any
material instance of




    	 	- 414 -	 



     


    

noncompliance, disclosure identifying
such instance of noncompliance (including whether such instance of noncompliance involved the servicing of the assets backing the
Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance), or if such report
on assessment of compliance with Servicing Criteria described under Section 11.10 is not included as an exhibit to such
Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


(iii)            
(A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the
Trustee, as described under Section 11.11; and


(B)          
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included; and


(iv)            
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall,
except as described below, be signed by the senior officer of the Depositor in charge of securitization.


Any disclosure or
information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered (i) by email
to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also (ii) by
email to Form10k.Compliance@cwt.com.


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2022, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.
Neither the Trustee nor the Certificate




    	 	- 415 -	 



     


    

Administrator has any duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will
be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including
any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days”. The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions
should be “no”. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


(b)            
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer
in charge of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed
Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the
Certificate Administrator shall make available on its Internet website a final executed copy of each Form 10-K filed by
the Certificate Administrator. The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC,
745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays
Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.05 related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and
any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all
applicable deadlines in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate
Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing
Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


(c)            
Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has




    	 	- 416 -	 



     


    

received notice that any party to this
Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor, the Master Servicer
or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


(d)            
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.05.


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the
form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as
the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function Participant shall use
commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing
Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing
Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization
that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before
March 1st of each year commencing in March 2022, a certification substantially in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance
Certification”), as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as
an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing
Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to
the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged
such Servicing Function Participant shall not exclude information that would have been provided by such Servicing Function Participant.
In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial
mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete
contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days
prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
either the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related
Companion Loan) on which such Person, the




    	 	- 417 -	 



     


    

entity for which the Person acts as
an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley
Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the
Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable
such accountants to render the certificates provided for in Section 11.11. 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 each affected Certifying Person pursuant to this Section
11.06 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. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator
and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 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 (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed pursuant
to Section 3.20), (ii) to certify information other than to such 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.


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure
on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent
it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com,
provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates.
Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and




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the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format
agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information,
if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure
Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


After preparing the
Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier
than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph.
Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall
notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K.
No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the
Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time
or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth
in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will, make available on its
Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention:
Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York
10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the
timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with




    	 	- 419 -	 



     


    

respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged
by the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day
after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


Any notice and/or
information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor
and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a
party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.07.


For so long as the
Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced
under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until
the Certificate Administrator has filed any required Form 8-K pursuant to this Section 11.07.


To the extent the
Depositor has made a Form 8-K/A filing regarding this Agreement, the Depositor shall notify the Certificate Administrator
by electronic mail to cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com, no later than two (2) Business
Days after the filing of such Form 8-K/A that attaches this Agreement. The Certificate Administrator shall furnish such notice
to each then-current Serviced Companion Noteholder at the address received from the Master Servicer upon such request made pursuant
to Section 8.13.


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide
notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under




    	 	- 420 -	 



     


    

the Exchange Act (the “Form 15
Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.
With respect to any reporting period occurring after the filing of such form, subject to Section 11.15(h), the obligations
of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and
reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of
each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice
to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required pursuant to Section 11.04, Section
11.05 and Section 11.07, and all parties’ obligations under this Article XI shall recommence.


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that 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) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in
March 2022, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5
Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or
such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that
(A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such
Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best
of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
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. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged
by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer that is also a Servicing
Function Participant that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts
to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement
(or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the
Directing Certificateholder




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and the 17g-5 Information Provider.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such
Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the
Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the
Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary
servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply
to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or
not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master
Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15
in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization,
the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust
for any Other Securitization for the preceding calendar year.


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period
of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement
or the period of time that such Additional Servicer was subject to such other servicing agreement.


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.09.


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On
or before March 1st of each year, commencing in March 2022, the Master Servicer, the Special Servicer (regardless of
whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however,
that the Trustee shall be required to deliver an assessment of compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional
Servicer, each at its own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate




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Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect
to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the
form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with
the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it
that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria,
a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting
firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria
as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K
is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


Notwithstanding the
foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and
Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.




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(b)            
 The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby
acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with
respect to such party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating
Advisor or Certificate Administrator has entered into a servicing relationship.


(c)            
No later than February 1 of each year, the Master Servicer and the Special Servicer shall notify the Certificate Administrator,
the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer engaged by it and each Servicing Function
Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer, and the Trustee, the Operating
Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller as to the name of each Servicing
Function Participant utilized by it, in each case by providing an updated Exhibit GG, and each such notice (except
to a Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, shall also at such time include the assessment
(and related attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect
to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required
in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


(d)            
Each of the Operating Advisor and the Special Servicer may at any time request from the Certificate Administrator confirmation
of whether a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during
the previous calendar year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating
Advisor or the Special Servicer, as applicable, within fifteen (15) days of such request.


(e)            
Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished
pursuant to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.10.







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Section
11.11    Annual Independent Public Accountants’
Attestation Report. On or before March 1st of each
year, commencing in March 2022, the Master Servicer, the Special Servicer, the Trustee (provided, however, that 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), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense,
shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special
Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable
efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, 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 Trustee, the Certificate Administrator, the Custodian, the Operating Advisor 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 Trustee,
the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to
Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance of a
Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following
the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such
Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an
opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. 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 such related accountant’s attestation
report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
and the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any
Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement
will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the




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applicable sub-servicing or primary
servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report
submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10
and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


Any notice, report,
assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section
11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or
information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a
Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, 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) an actual breach by the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating
Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient
Exchange Act Deliverable by, or on behalf of, such party.


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of
its obligations to provide any of the annual compliance statements or annual assessment of compliance with the Servicing Criteria
or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined
in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery
of any Deficient Exchange Act Deliverable.




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In addition, each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, 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 and each Other Depositor as necessary for
the Depositor or such Other Depositor, as applicable, 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”).


In connection with
comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered
by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, 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 Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which
comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or
any 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 or its staff
for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected
Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution
with the Commission or its staff; provided, however, that 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 Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for
directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that
(i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its
progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission
or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or
any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the
Depositor or any 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 or its staff with respect to any comments
from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal
fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing
(other than those costs and expenses required




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to be at the Depositor’s or any
Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff related
thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor
or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian,
the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is
a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with
respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar
provisions in the related sub-servicing or similar agreement.


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall 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 Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11 (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer,
Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable
efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant,
in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each
case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination
of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator.


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB 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,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates
required to be prepared pursuant to Section 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan




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Securities, without a confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of
doubt, any amendment to this Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


Section 11.14   
Regulation AB Notices. Any notice, report
or certificate required to be delivered by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant
to this Article XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the
provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a)  Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5),
(c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such
other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer understands that such information may be included in the offering material
related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to
the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering
of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred by
the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements or
omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon any
such information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific aspect
of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information pertains
to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s duties or
obligations under this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually and
not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer
(where such information pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s
duties or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this Section 11.15(a) and (ii) deliver such securities law




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opinion(s) of counsel, certifications
and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to
such information that are substantially similar to those delivered with respect to the offering material for this securitization
by the Master Servicer, the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be, for inclusion in the offering materials related to such Regulation AB Companion
Loan Securitization is substantially and materially similar to the information provided by such party with respect to the offering
materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in
the interpretation of Regulation AB or changes in factual circumstances, such party shall be deemed to be in compliance with this
Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the
related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s
obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage Loan Seller (or permitted
transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise
of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket
expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of
any disclosure, opinion of counsel or indemnification agreement.


(b)            
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of
the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as
reflected on Exhibit S) cooperate with the depositor, trustee, certificate administrator, master servicer or special
servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K
required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the
trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification
with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within
the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time
periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized
Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the
Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided,
however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer (and the Master Servicer shall consult with any sub-servicer appointed
by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicer shall cooperate




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with such parties in respect of establishing
the time periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB
Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(b).


(c)            
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of
the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as
reflected on Exhibit S) provide the depositor, trustee or certificate administrator, as applicable, under a Regulation
AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as
applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the
related trust) information with respect to any event that is required to be disclosed under Form 8-K with respect to a
Serviced Securitized Companion Loan within two (2) Business Days after the occurrence of such event of which it has knowledge.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


(d)            
On or before March 1st of each year commencing in March 2022 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion
Loan Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification
with respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party
has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also
a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S) provide, with respect to itself, to the depositor, trustee
or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant
to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent
required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report on such




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Person’s assessment of compliance
with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such
other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent
the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and
attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(d).


(e)            
On or before March 1st of each year commencing in March 2022 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion
Loan Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification
with respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123
of Regulation AB, deliver, with respect to itself, to the depositor, trustee or certificate administrator under such Regulation
AB Companion Loan Securitization (provided that (a) such party has received notice of the occurrence of the related
Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S) a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(e).


(f)             
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Section 11.15(b), (c), (d) or (e) above.


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to
the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect




    	 	- 432 -	 



     


    

to itself and such Serviced Securitized
Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer
or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required to provide
such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates
shall be provided to the Master Servicer or the Special Servicer, as the case may be, no later than two Business Days prior to
the date on which the Master Servicer or the Special Servicer, as the case may be, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


(g)            
With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor
has notified the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other
Securitization that includes such Serviced Companion Loan, to the extent that 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) from the Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of
Specially Serviced Loans and Serviced REO Properties), beginning with the first calendar quarter in which such notice from the
Other Depositor was received, or the updated financial statements of such “significant obligor” for any calendar year,
beginning for the calendar year in which such notice from the Other Depositor was received, as applicable, the Master Servicer
shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, the 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 (or
by the Special Servicer and provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced
REO Property) in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less
than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as reported by the related Mortgagor in such financial statements (or as reported by the related Mortgagor
to the Special Servicer and provided by the Special Servicer to the Master Servicer solely in the case of any related Specially
Serviced Loan or as reported by the Special Servicer with respect to Serviced REO Property and provided by the Special Servicer
to the Master Servicer).


If the Master Servicer
does not receive such 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 (10) Business Days after the
date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall
notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan
(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu




    	 	- 433 -	 



     


    

Companion Loan is a significant obligor
to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)
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 required to be delivered by the related
Mortgagor under the related Mortgage Loan documents.


The Master Servicer
(with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) 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, 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; provided, however, the Special Servicer shall provide such Officer’s Certificate
to the Master Servicer and the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. 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.


(h)            
If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange
Act, then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization
shall remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the
Exchange Act.


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”).


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be
subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the
Grace Period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any Grace Period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable Grace Period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior
to the expiration of the Grace Period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver
any item required under this Article XI by the time required




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hereunder with respect to any reporting
period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


[End of Article XI]


ARTICLE
XII



THE ASSET REPRESENTATIONS REVIEWER


Section 12.01   
Asset Review. (a)  On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine
if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator
shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required to be delivered
to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator by posting
such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses
appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in
the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the
reporting period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset
Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more
days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution
Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided
to it by the Master Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage
Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and deliver such information in a written notice (which may be via email) in the form of Exhibit SS
within one (1) Business Day to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days
after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct
a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize
an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and
(ii) a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset Review Vote
Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written
notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and
the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as




    	 	- 435 -	 



     


    

Exhibit RR (which shall
be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business
Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset
Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such
150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect,
(C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days
after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote
Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as
described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate
Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


(b)            
(i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below for all Mortgage
Loans), the Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans) and the Special
Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans), in each case, to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days, provide the following materials in electronic
format to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence Files posted on
the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each
related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


(1)            
a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent
Loan that is subject to an Asset Review;


(2)            
a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor
of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


(3)            
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


(4)            
copies of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to
each Delinquent Loan that is subject to an Asset Review;




    	 	- 436 -	 



     


    

(5)            
 a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction
related to each Delinquent Loan that is subject to an Asset Review;


(6)            
a copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged Defect
or Breach with respect to any Delinquent Loan; and


(7)            
copies of any other related documents that were entered into or delivered in connection with the origination of the related
Mortgage Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset
Review and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


(ii)            
In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines
it is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in
connection with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than
ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business
Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such
missing document(s) to the extent in its possession. In the event any missing documents are not provided by the Master Servicer
or the Special Servicer, as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer
shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required
under the related Mortgage Loan Purchase Agreement to deliver such missing document only to the extent such document is in the
possession of such party but in any event excluding any documents that contain information that is proprietary to the related originator
or Mortgage Loan Seller or any draft documents or privileged or internal communications.


(iii)            
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it
by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


(iv)            
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect
to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that




    	 	- 437 -	 



     


    

Delinquent Loan (such review,
the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set
forth on Exhibit QQ (each such procedure, a “Test”); provided, however, that the Asset
Representations Reviewer may, but is under no obligation to, (x) modify any Test and/or (y) modify any associated Review Materials
to include any items not specified for the particular Test on Exhibit QQ (but in no event shall the modified Review
Materials include materials not contemplated by the definition of “Review Materials”), in either case, only
to the extent the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify
such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on,
such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan
at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence
of such new Asset Review Trigger.


(v)            
No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited
Information.


(vi)            
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume,
without independent investigation or verification, that the Review Materials are accurate and complete in all material respects
and (ii) conclusively rely on such Review Materials.


(vii)            
The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six
(56) days after the date on which access to the Secure Data Room is provided by the Certificate Administrator, subject to
the last sentence of this paragraph. In the event that the Asset Representations Reviewer determines that the Review Materials
are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations Reviewer by the
Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
to the extent in the possession of the Master Servicer or Special Servicer, as applicable, or from the related Mortgage Loan Seller
within ten (10) Business Days following the request by the Asset Representations Reviewer to the Master Servicer, the Special
Servicer or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset Representations
Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of the application
of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer
has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary report




    	 	- 438 -	 



     


    

indicates that any of the representations
and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the
“Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the
related Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or that any missing information
or documents in the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset
Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary
report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent
Loan.


(viii)            
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data
Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after
the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and
deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not
it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review
Report”) to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing
Certificateholder and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review
Report (an “Asset Review Report Summary”) to the Trustee, the Special Servicer, the Master Servicer and the
Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended
by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable Mortgage
Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is
required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may
the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller (or, in the case of (i) Barclays, BCHI in respect
of its obligations under the related Mortgage Loan Purchase Agreement, (ii) SGFC, Société Générale
in respect of its obligations under the related Mortgage Loan Purchase Agreement and (iii) BSP, BSP Realty in respect of its
obligations under the related Mortgage Loan Purchase Agreement), which, in each case, shall be a responsibility of the Enforcing
Servicer pursuant to Section 12.01(b)(x) of this Agreement.


(ix)            
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset
Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement
or otherwise.




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(x)            
 Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing
Servicer shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage
Loan. If the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations
of the related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


(c)            
The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to
this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


(d)            
The Asset Representations Reviewer may 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 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related 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 Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


(e)            
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer resulting from a merger,
consolidation or succession that is permitted under this Agreement, (B) assumes in writing each covenant and condition to be performed
or observed by the asset representations reviewer under this Agreement and (C) is not a prohibited party under this Agreement;
(ii) the asset representations reviewer will not be released from its obligations under this Agreement that arose




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prior to the effective date of such
assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations
Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning
asset representations reviewer will be required to be responsible for the reasonable costs and expenses of each other party to
this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the
purchaser or transferee will be required to provide notice to each party to this Agreement and then will be the successor asset
representations reviewer under this Agreement.


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a)  As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal
to the product of a rate equal to 0.000315% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not
any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


(b)            
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each
Mortgage Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to (i) $17,750 multiplied by the number of Delinquent Loans, plus (ii) $1,775 per
Mortgaged Property relating to the Delinquent Loans in excess of one Mortgaged Property per Delinquent Loan, plus (iii) $2,300
per Mortgaged Property relating to a Delinquent Loan subject to a Ground Lease, plus (iv) $1,275 per Mortgaged Property relating
to a Delinquent Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case
of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All Urban Consumers”
as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All Urban Consumers is no
longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review (any such fee, the “Asset
Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each
Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall
be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent
or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall
be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the Master Servicer that the
requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not
deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements for payment set forth
in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage Loan
Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations
Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in this
Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery
of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of




    	 	- 441 -	 



     


    

such invoice by registered mail or overnight
courier and reasonable follow-up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to the Asset
Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall
pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


(c)            
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or
substituted by the related Mortgage Loan Seller to the extent such fee was not already paid, and such portion of the Purchase Price
received shall be used to reimburse the Asset Representations Reviewer or the Trust, as the case may be, for such fees pursuant
to Section 12.02(b).


(d)            
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


Section 12.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may at any time resign and
be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating
Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is
an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer
may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each party hereto
and each Rating Agency in connection with its resignation.


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


Section 12.05   
Termination of the Asset Representations Reviewer.
(a)  An “Asset Representations Reviewer Termination Event”
means any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:




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(i)            
 any failure by the Asset Representations Reviewer 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 shall continue
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is
not curable within such thirty (30) day period, the Asset Representations Reviewer 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 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;


(ii)            
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date
written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party
to this Agreement;


(iii)            
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same
to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


(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 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 Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


(v)            
the Asset Representations Reviewer shall consent 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 Asset Representations Reviewer or of or relating to all or substantially all of its property; or


(vi)            
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


Upon receipt by the
Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset
Representations Reviewer) in accordance with the notice distribution procedures




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described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of Holders of Certificates evidencing at least 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations Reviewer under
this Agreement, other than rights and obligations 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), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear
all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its termination due to
an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage
Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset
Representations Reviewer Termination Event of which it becomes aware.


(b)            
Upon (i) the written direction of Holders of Principal Balance Certificates evidencing at least 25% of the Voting Rights
(without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the
Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations
Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its
internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register
and to the Asset Representations Reviewer. Upon the written direction of Holders of Principal Balance Certificates evidencing at
least 75% of a Quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all of
the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that
accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior to such
termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset
Representations Reviewer, on the one hand, and the Holders of Principal Balance Certificates, on the other, the Holders of Principal
Balance Certificates shall be entitled in their sole discretion to vote for the termination or not vote for the termination of
the Asset Representations Reviewer. In the event that Holders of the Principal Balance Certificates evidencing at least 75% of
the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations
Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses
necessary to effect the transfer of responsibilities from its predecessor.


(c)            
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section
12.05, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset
Representations Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things
reasonably necessary or appropriate to effect the purposes of such notice of




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termination. As soon as practicable,
but in no event later than 30 days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03
of this Agreement or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the
Trustee shall appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee
shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business
Day of such appointment.


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the
Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset
Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure
to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts
to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence,
bad faith or willful misconduct in the performance of its obligations hereunder.


(d)            
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights and
obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of 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).


[End of Article XII]


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


Section 13.01   
Amendment. (a)  This Agreement may be amended from
time to time by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:




    	 	- 445 -	 



     


    

(i)            
 to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


(ii)            
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions
therein or to correct any error;


(iii)            
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


(iv)            
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)            
to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) or any other provision
hereof restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)            
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);




    	 	- 446 -	 



     


    

(vii)            
 to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect in
any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an
Opinion of Counsel;


(viii)            
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the
status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25);


(ix)            
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)            
to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


(xi)            
to modify, eliminate or add to any of its provisions (i) 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 (ii) in the event of the Credit Risk Retention Rules
or any other regulations applicable to the risk retention requirements for this securitization




    	 	- 447 -	 



     


    

transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention
requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld,
conditioned or delayed.


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement
or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a
third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related
guarantor, or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


(b)            
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


(i)            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


(ii)            
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


(iii)            
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


(iv)            
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)            
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced




    	 	- 448 -	 



     


    

Companion Loan Securities, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


(c)            
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that
all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement
may be made that changes any provision specifically required to be included in this Agreement by any Designated Intercreditor Agreement,
without in each case the consent of the holder of the related Companion Loan(s).


(d)            
No later than the effective date 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 who
shall post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section
3.13(c), as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of
such amendment together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion
Noteholder, the Depositor, each Other Depositor, the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies.


(e)            
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


(f)             
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section
13.01 that affects its rights, duties and immunities under this Agreement or otherwise.


(g)            
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the
cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master
Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.




    	 	- 449 -	 



     


    

(h)            
 The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


(i)             
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


(j)             
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


(k)            
This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


(l)             
In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable
Mortgage Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment
(or, if the Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under
this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating
to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the
amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating
Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to
such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior
to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased,
the terms of Section 3.33 shall govern the servicing and administration of such Joint Mortgage Loan.


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the
extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate
Administrator at the expense of the Depositor on direction by the Special Servicer and with the consent of the Depositor (which
may not be unreasonably withheld), but only upon direction accompanied by an




    	 	- 450 -	 



     


    

Opinion of Counsel (the cost of which
shall be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.


(b)            
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, 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”) 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 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.


(c)            
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The
death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor 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, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


(b)            
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, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


(c)            
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan,
or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also




    	 	- 451 -	 



     


    

(except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of the related Percentage Interests in such
Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such 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 sixty (60) days after its receipt of such
notice, request and offer of such indemnity, shall have neglected or refused to institute any such action, suit or proceeding.
The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders of Certificates
unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever
by virtue of any provision of this Agreement or the Certificates 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 Holder, which priority
or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except in
the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.




    	 	- 452 -	 



     


    

THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 13.05   
Notices. (a)  Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered
to (or, in the case of facsimile or electronic notices, when received by):


In the case of the Depositor:



Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


with a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Director, Legal Department

Facsimile: (212) 412-7519


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


with a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com




    	 	- 453 -	 



     


    

In the case of the Special Servicer:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


with a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


In the case of the Directing Certificateholder:



KKR Real Estate Credit Opportunity Partners II L.P.

30 Hudson Yards, Suite 7500

New York, New York 10001

Facsimile number: (212) 750-0003

Attention: Matt Salem

Email: RESecurities@kkr.com


with a copy to:


Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

Attention: David Forti

Email: david.forti@dechert.com


In the case of the Third Party
Purchaser:



KKR CMBS II Aggregator Type 2 L.P.

30 Hudson Yards, Suite 7500

New York, New York 10001

Facsimile number: (212) 750-0003

Attention: Matt Salem

Email: RESecurities@kkr.com


with a copy to:




    	 	- 454 -	 



     


    

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

Attention: David Forti

Email: david.forti@dechert.com


In the case of the Loan-Specific
Directing Certificateholder for The Atlantic Whole Loan:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


In the case of the Loan-Specific
Directing Certificateholder for the Seaport Homes Whole Loan:



BSPRT CMBS Finance, LLC

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman


In the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2021-C9


with a copy to:


cts.cmbs.bond.admin@wellsfargo.com,
and to trustadministrationgroup@wellsfargo.com




    	 	- 455 -	 



     


    

In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2021-C9


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


In the case of any
transfer or surrender of a Risk Retention Certificate pursuant to Article V:


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – BBCMS 2021-C9


with a copy to:



riskretentioncustody@wellsfargo.com


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BBCMS 2021-C9


with a copy to:


cmbscustody@wellsfargo.com


In the case of a surrender,
transfer or exchange of a Certificate other than a Risk Retention Certificate:


Wells Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services – BBCMS Mortgage Trust 2021-C9


In the case of the Mortgage Loan
Sellers:




    	 	- 456 -	 



     


    

		1.	Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com



with a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


		2.	Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com



with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


		3.	Starwood Mortgage Capital, LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Email: lfairbanks@starwood.com



with a copy to:



Starwood Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Vincent P. Kallaher, Senior Vice President

Email vkallaher@starwood.com




    	 	- 457 -	 



     


    

with a copy to:



Starwood Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Heather Bennett

Email: hbennett@starwood.com


with a copy by email to:



lnr.cmbs.notices@lnrproperty.com


and, with respect to certifications
pursuant to Section 2.03 of this Agreement, with a copy to:


McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102


with a copy by email to: vorta@mccoy-orta.com


and with a copy to:


Marcia Moore Allen

Facsimile: (405) 236 – 1448


		4.	LMF Commercial, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director

Email: Ken.Gorsuch@lmfcommercial.com



and, with respect to certifications
pursuant to Section 2.03 of this Agreement, with a copy to:


McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102


with a copy by email to: vorta@mccoy-orta.com


and with a copy to:




    	 	- 458 -	 



     


    

Marcia Moore Allen

email: mmore-allen@mccoy-orta.com


		5.	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625



with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536


		6.	BSPRT CMBS Finance, LLC

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman



In the case of the
Retaining Sponsor:


Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


with a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


In the case of the Operating Advisor
and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2021-C9 - Surveillance Manager (with a copy sent

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)




    	 	- 459 -	 



     


    

In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


In the case of any Companion Loan
Holder:



The address set forth in the related Intercreditor Agreement.


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


(b)            
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 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust 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 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. 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.


Any notices to the Rating Agencies
shall be sent to the following addresses:



Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbs.surveillance@kbra.com




    	 	- 460 -	 



     


    

S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: CMBS_Info_17g5@spglobal.com


Section 13.06   
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 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 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute
a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to
the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in,
to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and
(ii) this Agreement shall constitute a security agreement under applicable law. This Section 13.07 shall constitute
notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


Section 13.08   
Successors and Assigns; Third Party Beneficiaries.
(a)  The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit
of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each
Additional Repurchase Obligor under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage Loan Seller’s obligations
under the applicable Mortgage Loan Purchase Agreement, each Companion Holder (and its respective agents), each Underwriter,
each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect to its rights
under Article XI of this Agreement) and each Initial Purchaser is an intended third-party beneficiary to this Agreement
in respect of the respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this Agreement. If one, but not all, of the Mortgage Notes
evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary
of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section
3.34 hereof.


(b)            
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.




    	 	- 461 -	 



     


    

(c)            
 Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Depositor, Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall
be a third-party beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable
Non-Serviced Intercreditor Agreement.


(d)            
Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate
Administrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider
for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of
the following of which it has actual knowledge:


(i)            
any material change or amendment to this Agreement;


(ii)            
the occurrence of a Servicer Termination Event that has not been cured;


(iii)            
the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer
or the Special Servicer; and


(iv)            
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller or Additional Repurchase Obligor pursuant
to Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement.


(b)            
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


(i)            
the resignation or removal of the Trustee or the Certificate Administrator;


(ii)            
any change in the location of the Collection Account;


(iii)            
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


(iv)            
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


(v)            
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal




    	 	- 462 -	 



     


    

Balance that is equal to or greater
than the lesser of (1) an amount greater than 5% of the then-aggregate outstanding principal balances of the Mortgage
Loans and (2) $35,000,000;


(vi)            
any material damage to any Mortgaged Property;


(vii)            
any assumption with respect to a Mortgage Loan; and


(viii)            
any release or substitution of any Mortgaged Property.


(c)            
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


(d)            
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information
as any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party
to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with
the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice
or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify
the Master Servicer or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer
or the Special Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the
17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business
Day, to the 17g-5 Information Provider.


Section 13.11   
Recognition of U.S. Special Resolution Regimes.


(i)            
In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this
Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and
any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States
or a State of the United States.




    	 	- 463 -	 



     


    

(ii)            
 In the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a State of the United States.


(iii)            
For the purposes of this Section 13.11 and Section 13.12, the following definitions apply:


“BHC Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).


“Covered
Party” means any party to this Agreement that is one of the following: (i) a “covered entity” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R.
Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. §382.2(b).


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81,
47.2 or 382.1, as applicable.


“U.S. Special
Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


Section 13.12   
Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings.


(i)            
Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section
13.12, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to
this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency,
liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise
of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. §
47.5, or 12 C.F.R. § 382.4, as applicable.


(ii)            
After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks
to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default
Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.


Section 13.13   
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed
and understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that each Mortgage
Loan




    	 	- 464 -	 



     


    

Seller get the benefit of any securitization
indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor, the Master Servicer, the Special Servicer
and the Trustee hereby agree to reasonably cooperate with each Mortgage Loan Seller at the sole reasonable expense of such Mortgage
Loan Seller with respect to the benefits of the provisions of any section of a loan agreement or securitization cooperation agreement
related to indemnification of the lender and/or its Affiliates with respect to any securitization of the related Mortgage Loan,
including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion of the Mortgage
Loan documents, to permit the related Mortgage Loan Seller and its respective Affiliates to enforce such provisions for their respective
benefits; provided that none of the Depositor, the Master Servicer, the Special Servicer or the Trustee shall be required to take
any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement
or the Mortgage Loan documents, would adversely affect any Certificateholder, would cause any Trust REMIC to fail to qualify as
a REMIC, or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax
under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under
this Section 13.13, such document shall be in form and substance reasonably acceptable to the Trustee.


Section 13.14   
PNC Bank, National Association. PNC Bank,
National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association,
acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full
extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


[End of Article XIII]


[SIGNATURES COMMENCE ON FOLLOWING
PAGE]




    	 	- 465 -	 



     


    

IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.





	 	BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC,
 Depositor
	 	 	 	 
	 	By:	/s/ Larry Kravetz
	 	 	Name:  Larry Kravetz
	 	 	Title: President
	 	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
 Master Servicer
	 	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title: Senior Vice President
	 	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
 Special Servicer
	 	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title: Senior Vice President



 



 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as
 Certificate Administrator
	 	 	 	 
	 	By:	 /s/ Amy Mofsenson
	 	 	Name:  Amy Mofsenson
	 	 	Title: Vice President
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as
 Trustee
	 	 	 	 
	 	By:	 /s/ Amy Mofsenson
	 	 	 Name: Amy Mofsenson
	 	 	Title: 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
	 	 	 	 
	 	 	 /s/ Robert J. Spinna, Jr.
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member
	 	 	 	 



 



 


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	 	PARK BRIDGE LENDER SERVICES LLC,
 as Asset Representations Reviewer
	 	 	 
	 	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
	 	 	 	 



 


 


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EXHIBIT A-1



FORM OF CERTIFICATE (OTHER THAN CLASS R AND CLASS S CERTIFICATES)


CLASS [__]


BBCMS MORTGAGE TRUST 2021-C9


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-C9, CLASS [__]


[FOR CLASS E-RR, CLASS F-RR, CLASS
G-RR, CLASS H-RR, CLASS J-RR AND CLASS K-RR CERTIFICATES: THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE
HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR
PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). THE INITIAL PURCHASER OF 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 POOLING AND SERVICING AGREEMENT.]


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-4, A-5, X-A, X-B, A-S, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[FOR BOOK-ENTRY CERTIFICATES: 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.





 



1     Temporary Regulation S Book-Entry Certificate legend. 




    	 	A-1-1	 



    	 



    

 


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.]2


[TRANSFERS OF THIS BOOK-ENTRY
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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-4, A-5, X-A, X-B, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE 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 (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS





 



1     Legend required
as long as DTC is the Depository under the Pooling and Servicing Agreement.


2     Book-Entry Certificate
legend.




    	 	A-1-2	 



    	 



    

 


INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


[FOR CLASS G-RR, CLASS H-RR, CLASS
J-RR AND CLASS K-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT 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
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


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.




    	 	A-1-3	 



    	 



    

 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


[FOR CLASS X CERTIFICATES: THIS
[CLASS X-A][CLASS X-B] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]


[FOR CLASS X-A CERTIFICATES: THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-4 AND CLASS A-5 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


[FOR CLASS X-B CERTIFICATES: THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-S, CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


[FOR CLASS X CERTIFICATES: THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B] CERTIFICATES IS BASED WILL BE REDUCED AS A
RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY
BE LESS THAN THAT SET FORTH BELOW.]


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR, CLASS H-RR, CLASS J-RR AND CLASS K-RR): THIS CERTIFICATE IS
SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]




    	 	A-1-4	 



    	 



    

 


	
        PASS-THROUGH
        RATE: [FOR FIXED CLASSES: [____]% per annum] [FOR WAC, WAC CAP AND CLASS X CERTIFICATES: VARIABLE IN ACCORDANCE WITH THE
        POOLING AND SERVICING AGREEMENT]

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[ ]

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

        CLOSING
        DATE: MARCH 10, 2021

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE:

        $[_________]
	
        MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR:

        PARK BRIDGE LENDER SERVICES LLC

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

        CUSIP
        NO.: [ ]

        ISIN
        NO.: [ ]

        COMMON
        CODE: [ ]

        CERTIFICATE
        NO.: [_] - ______



 




    	 	A-1-5	 



    	 



    

 


CLASS [__] CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [FOR BOOK-ENTRY
CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this
Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
of March 1, 2021 (the “Pooling and Servicing Agreement”), between BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC
(hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the
Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set
forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the BBCMS MORTGAGE TRUST 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


This Certificate does
not purport to summarize the Pooling 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 Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


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




    	 	A-1-6	 



    	 



    

 


Revenue Code of 1986, as amended (the
“Code”). 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.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record 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 [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-SB, A-4, A-5, A-S, B, C, D, E-RR, F-RR, G-RR, H-RR, J-RR AND K-RR): principal and] interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-SB, A-4, A-5, X-A, X-B, A-S, B, C AND D CERTIFICATES: Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums
distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount]
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-SB, A-4, A-5, A-S, B, C, D, E-RR, F-RR, G-RR, H-RR, J-RR AND K-RR): Principal and interest] allocated to this
Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


Realized Losses and
certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the
manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than




    	 	A-1-7	 



    	 



    

 


distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
of the Pooling 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 to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(j) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR CLASS A-1,
A-2, A-SB, A-4, A-5, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E-RR, F-RR, G-RR, H-RR,




    	 	A-1-8	 



    	 



    

 


J-RR AND K-RR CERTIFICATES: 100,000
initial Certificate Balance] [FOR CLASS X-A AND X-B CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples
of $ 1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the
initial [Certificate Balance][Notional Amount] of such Class.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of the Pooling 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 or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, 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 Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions




    	 	A-1-9	 



    	 



    

 


of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not




    	 	A-1-10	 



    	 



    

 


continuing and with respect to
the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage-backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


(xi)       to
modify, eliminate or add to any of its provisions (i) 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 (ii) in the event of the Credit Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent
required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in
the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned
or delayed.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of
a Companion Loan without such Companion Holder’s consent.




    	 	A-1-11	 



    	 



    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under
the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor; or


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate




    	 	A-1-12	 



    	 



    

 


Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail to qualify as
a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder
of the related Companion Loan(s).


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that
order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written
notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than
sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class,
the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage
Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date
on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for
the purposes of this calculation, if such right is being exercised after the Distribution Date in April 2030 and the MGM Grand
& Mandalay Bay Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).


Following the date
on which the Class A-1, Class A-2, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D
Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates and Class S Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates
and Class S Certificates together with the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.




    	 	A-1-13	 



    	 



    

 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-1-14	 



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





 


	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual	 
	 	 	capacity but solely as Certificate Registrar	 
	 	 	under the Pooling and Servicing Agreement	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY	
	 	 	 	 
	 	 	 	 




 



Dated:March 10, 2021


CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY	
	 	 	 	 
	 	 	 	 


 




    	 	A-1-15	 



    	 



    

 


ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	TEN COM	-	as tenant in common	 	UNIF GIFT MIN ACT 	 
	TEN ENT	-	as tenants by the entireties	 	 	Custodian 
	JT TEN	-	as
        joint tenants with rights of	 	 	(Cust)      
	 	 	survivorship and not as 	 	Under Uniform Gifts to Minors
	 	 	tenants in common	 	 	 
	 	 	 	 	Act	 
	 	 	 	 	 	(State)






Additional abbreviations may also
be used though not in the above list.


FORM OF TRANSFER


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto


	 



 


	(Please insert Social Security or other
identifying number of Assignee)


 





	(Please print or typewrite name and address
of assignee)








	 


 


	 


 


the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with
full power of substitution in the premises.


	Dated:  ___________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every
    particular without alteration or enlargement or any change whatever.





	SIGNATURE GUARANTEED	 






The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.




    	 	A-1-16	 



    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to ________________________________________ for the account
of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    	 	A-1-17	 



    	 



    

 


EXHIBIT A-2



FORM OF CLASS R CERTIFICATE


CLASS R


BBCMS MORTGAGE TRUST 2021-C9


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-C9, CLASS R


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 POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 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 (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN




    	 	A-2-1	 



    	 



    

 


EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT 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 THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS THE
“RESIDUAL INTERESTS” IN FIVE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS
OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, 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 HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) 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 AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. 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. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH




    	 	A-2-2	 



    	 



    

 


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 TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.




    	 	A-2-3	 



    	 



    

 


	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

        CLOSING
        DATE: MARCH 10, 2021

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021
	
        MASTER
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR:

        PARK BRIDGE LENDER SERVICES LLC

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

        CUSIP
        NO.: [ ]

        ISIN
        NO.: [ ]

        COMMON
        CODE: [ ]

        CERTIFICATE
        NO.: R-____



 




    	 	A-2-4	 



    	 



    

 


CLASS R CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between
BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the BBCMS MORTGAGE TRUST 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9 and are issued in the classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does
not purport to summarize the Pooling 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 Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Class R Certificate
represents the “residual interests” in five “real estate mortgage investment conduits”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
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,




    	 	A-2-5	 



    	 



    

 


state and local income and franchise
taxes and other taxes imposed on or measured by income. The Certificate Administrator is hereby designated as the “partnership
representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC. Each holder of this Certificate, by
acceptance hereof, consents to the Certificate Administrator making any elections allowed under the Code (a) to avoid the application
of Section 6221 (or successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of
any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on a Holder of this Certificate.
Each Holder of this Certificate, by acceptance hereof, agrees to any such elections and to reasonably cooperate with the Certificate
Administrator in connection with any such elections the Certificate Administrator determines in its discretion are necessary or
advisable.


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) thereof
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-2-6	 



    	 



    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
of the Pooling 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 to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(j) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Each Person who has
or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or using the assets of a Plan (such Plan or Person, an
“ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and each Person acquiring any Ownership Interest
in a Class R Certificate shall promptly notify the Certificate Registrar of any change or impending change to such status; (B)
in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require
delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, (I) an
affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”)
from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent thereof or a Disqualified Non-U.S. Tax Person, and
that it has reviewed the provisions of Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them and
(II) a representation letter,




    	 	A-2-7	 



    	 



    

 


substantially in the form attached to
the Pooling and Servicing Agreement as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate
Registrar, representing and warranting, among other things, that such Transferee is not an ERISA Prohibited Holder; (C) notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified
Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected;
and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee
Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate
and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 certifying that, among other things, it
has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false.


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of the Pooling 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 or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, 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 Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its




    	 	A-2-8	 



    	 



    

 


provisions which may be defective
or inconsistent with any other provisions therein or to correct any error;


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency




    	 	A-2-9	 



    	 



    

 


Confirmation from each of the
Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


(xi)       to
modify, eliminate or add to any of its provisions (i) 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 (ii) in the event of the Credit Retention Rules or




    	 	A-2-10	 



    	 



    

 


any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of
a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under
the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor; or


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and




    	 	A-2-11	 



    	 



    

 


confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate
Companion Holder(s) for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required to
be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that
order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written
notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than
sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely
for the purposes of this calculation, if such right is being exercised after the Distribution Date in March 2030 and the MGM Grand
& Mandalay Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate Stated
Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).


Following the date
on which the Class A-1, Class A-2, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D
Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates and Class S Certificates)), the




    	 	A-2-12	 



    	 



    

 


Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates and Class
S Certificates together with the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-2-13	 



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual	 
	 	 	capacity but solely as Certificate Registrar	 
	 	 	under the Pooling and Servicing Agreement	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY	
	 	 	 	 
	 	 	 	 


 


Dated:March 10, 2021


CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY	
	 	 	 	 
	 	 	 	 


 




    	 	A-2-14	 



    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:





	TEN COM	-	as tenant in common	 	UNIF GIFT MIN ACT 	 
	TEN ENT	-	as tenants by the entireties	 	 	Custodian 
	JT TEN	-	as
        joint tenants with rights of	 	 	(Cust)      
	 	 	survivorship and not as 	 	Under Uniform Gifts to Minors
	 	 	tenants in common	 	 	 
	 	 	 	 	Act	 
	 	 	 	 	 	(State)


 


Additional abbreviations may also
be used though not in the above list.


FORM OF TRANSFER


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto


	 



 


	(Please insert
Social Security or other identifying number of Assignee)






	(Please print or
typewrite name and address of assignee)





	 



 


the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with
full power of substitution in the premises.


	Dated: __________	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.





	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.




    	 	A-2-15	 



    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should include the following
for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________
for the account of __________________________ account number ____________________________ or, if mailed by check, to _____________________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    	 	A-2-16	 



    	 



    

 


EXHIBIT A-3



FORM OF CLASS S CERTIFICATE


CLASS S


BBCMS MORTGAGE TRUST 2021-C9


COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES


SERIES 2021-C9, CLASS S


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 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 (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN




    	 	A-3-1	 



    	 



    

 


EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT 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 THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS AN
UNDIVIDED beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest
and RELATED AMOUNTS IN THE excess interest distribution account.


EACH PURCHASER OF THIS CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 




    	 	A-3-2	 



    	 



    

 


	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [__]%

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

        CLOSING
        DATE: MARCH 10, 2021

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021
	
        MASTER
        SERVICER:

        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

        OPERATING
        ADVISOR:

        PARK BRIDGE LENDER SERVICES LLC

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

        CUSIP
        NO.: [ ]

        ISIN
        NO.: [ ]

        CERTIFICATE
        NO.: S-____



 




    	 	A-3-3	 



    	 



    

 


CLASS S CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is
one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the percentage interest specified on the face hereof. The Certificates are designated as the BBCMS Mortgage Trust 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9 and are issued in the classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does
not purport to summarize the Pooling 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 Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


This Certificate
represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts
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




    	 	A-3-4	 



    	 



    

 purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates of the
same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


This Certificate is
limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions
under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set
forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator
with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
of the Pooling 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 to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates




    	 	A-3-5	 



    	 



    

 


shall not have been surrendered for
cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with
respect to escheatment of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(j) of the Pooling and Servicing Agreement.


As provided in the
Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


The Class S Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 1% and multiples of 0.01% in excess thereof.


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of
any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection
with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of the Pooling 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 or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, 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 Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;




    	 	A-3-6	 



    	 



    

 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);




    	 	A-3-7	 



    	 



    

 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced
by an Opinion of Counsel;


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or




    	 	A-3-8	 



    	 



    

 


(xi)       to
modify, eliminate or add to any of its provisions (i) 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 (ii) in the event of the Credit Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent
required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in
the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned
or delayed.


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of
a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under
the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor; or




    	 	A-3-9	 



    	 



    

 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund, the Grantor Trust or any Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required to
be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent
of the holder of the related Companion Loan(s).


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that
order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written
notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than
sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely
for the purposes of this calculation, if such right is being exercised after the Distribution Date in April 2030 and the MGM Grand
& Mandalay Bay Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).


Following the date
on which the Class A-1, Class A-2, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D
Certificates are no longer outstanding (and




    	 	A-3-10	 



    	 



    

 


provided that there is only one
Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates
and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Certificates (other than the Class R Certificates and Class S Certificates together with the payment or deemed payment
of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-3-11	 



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual	 
	 	 	capacity but solely as Certificate Registrar	 
	 	 	under the Pooling and Servicing Agreement	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY	
	 	 	 	 
	 	 	 	 


 


Dated:March 10, 2021


CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF
THE CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	AUTHORIZED SIGNATORY	
	 	 	 	 
	 	 	 	 


 




    	 	A-3-12	 



    	 



    

ABBREVIATIONS


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:





	TEN COM	-	as tenant in common	 	UNIF GIFT MIN ACT 	 
	TEN ENT	-	as tenants by the entireties	 	 	Custodian 
	JT TEN	-	as
        joint tenants with rights of	 	 	(Cust)      
	 	 	survivorship and not as 	 	Under Uniform Gifts to Minors
	 	 	tenants in common	 	 	 
	 	 	 	 	Act	 
	 	 	 	 	 	(State)





Additional abbreviations may also
be used though not in the above list.


FORM OF TRANSFER


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto


	 









	(Please insert Social Security or other
identifying number of Assignee)



 





	(Please print or typewrite name and address
of assignee)





 


	 


 





the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with
full power of substitution in the premises.


	Dated: __________	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.





	SIGNATURE GUARANTEED	 





The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.




    	 	A-3-13	 



    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________
for the account of __________________________ account number ____________________________ or, if mailed by check, to _____________________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.




    	 	A-3-14	 



    	 



    

FORM OF TRANSFER


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto


	 



 


	(Please
insert Social Security or other identifying number of Assignee)









	(Please print or typewrite name and address
of assignee)


 





	 






 


the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with
full power of substitution in the premises.


	Dated:  __________	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.





	SIGNATURE GUARANTEED	 


The signature must be guaranteed by
a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.




    	 	A-3-15	 



    	 



    

DISTRIBUTION INSTRUCTIONS


The assignee should
include the following for purposes of distribution:


Distributions shall
be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 



    	 	A-3-16	 



    




 












 


EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 


 




    	 	Exhibit B-1	 



     


    


 

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Property Address	City
	1	SGFC	The Atlantic	258-262 South Broad Street and 1523-1525 Spruce Street	Philadelphia
	2	BSPRT	Saddleback Business Park	26941-27075 Cabot Road & 26051-26081 Merit Circle	Laguna Hills
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	Various	Las Vegas
	3.01	Barclays; SGFC	MGM Grand	3799 South Las Vegas Boulevard	Las Vegas
	3.02	Barclays; SGFC	Mandalay Bay	3950 South Las Vegas Boulevard	Las Vegas
	4	SMC	744 Bedford Avenue	744 Bedford Avenue	Brooklyn
	5	BSPRT	Crescent Gateway	6917, 6931, 6933 and 6937 Arlington Road	Bethesda
	6	LMF	Tollway Towers	15660 and 15770 Dallas Parkway	Dallas
	7	Barclays	1 Solutions Parkway	1 Solutions Parkway	Town and Country
	8	BSPRT	Cypress Financial Center	5900 North Andrews Avenue	Fort Lauderdale
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	3302 West Doctor Martin Luther King Junior Boulevard	Tampa
	10	Barclays	200 St. Paul Plaza	200 St. Paul Plaza	Baltimore
	11	Barclays	Attiva - Lewisville, TX	901 North Garden Ridge Boulevard	Lewisville
	12	SMC	Midgard Alabama Portfolio	Various	Various
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	110 Cloverleaf Drive	Athens
	12.02	SMC	Midgard Self-Storage Mall Drive	2708 West Mall Drive	Florence
	12.03	SMC	Midgard Self-Storage Cox Boulevard	414 Cox Boulevard	Sheffield
	12.04	SMC	Midgard Self-Storage Chisholm Road	4450 Chisholm Road	Florence
	13	LMF	Gardner Plaza	2615, 2625, 2635 and 2645 Saint Rose Parkway	Henderson
	14	Barclays	924 Overland Court	924 Overland Court	San Dimas
	15	BSPRT	Seaport Homes	28000 South Western Avenue	San Pedro
	16	KeyBank	My Self Storage Space - Fullerton	201 South Balcom Avenue	Fullerton
	17	SGFC	Bayshore Mixed Use	25 East Main Street	Bay Shore
	18	Barclays	3Y	300 Wyandotte Street	Kansas City
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	Various	Various
	19.01	LMF	Gary Tech	191 South Gary Avenue	Carol Stream 
	19.02	LMF	Remington 	1300 Remington Road	Schaumburg
	19.03	LMF	Deerpath	700-702 North Deerpath Drive	Vernon Hills
	19.04	LMF	Messner 	281-339 West Messner Drive	Wheeling
	19.05	LMF	Janke	1852 and 1908 Janke Drive	Northbrook
	19.06	LMF	Saunders	302 Saunders Road	Riverwoods
	20	KeyBank	Ameriguard Self Storage Portfolio	Various	Various
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	7043 Corunna Road	Swartz Creek
	20.02	KeyBank	Ameriguard Ministorage - Burton	1475 East Maple Avenue	Burton
	20.03	KeyBank	Ameriguard Ministorage - Fenton	8085 Old US 23	Fenton
	21	LMF	JFP Properties MHC Portfolio	Various	Various
	21.01	LMF	Van Manor MHC	9522 Telephone Road	Houston
	21.02	LMF	Preston MHC	3014 Preston Road	Pasadena
	21.03	LMF	Holiday Villas MHC	3300 Spencer Highway	Pasadena
	21.04	LMF	Red Dot RV/MHC	14914, 14922, 15014 and 15703 Sellers Road	Houston
	22	KeyBank	APC Portfolio	Various	Various
	22.01	KeyBank	Round Rock	2000 South Mays Street	Round Rock
	22.02	KeyBank	South Mopac	6000 South Mopac Expressway	Austin
	22.03	KeyBank	Loop 360	7307 Creekbluff Drive	Austin
	23	Barclays	Melrose Apartments	4444 North 7th Avenue	Phoenix
	24	SMC	Park Avenue MHP Portfolio	Various	Various
	24.01	SMC	Lakeview Terrace	1088 Lakeview Terrace Road	Fairbanks
	24.02	SMC	Breeze Lake MHP	1710 North Vermillion Road	Brownsville
	24.03	SMC	Desert Oasis MHP	12705 Montana Avenue	El Paso
	24.04	SMC	Sunset Palms MHP	1129 North Minnesota Avenue	Brownsville
	24.05	SMC	Bannock MHC	995 Wilson Avenue	Pocatello
	25	Barclays	2727 Iowa Street	2727 Iowa Street	Lawrence
	26	LMF	Hazle Marketplace	761 Airport Road	Hazle Township
	27	KeyBank	Centennial Hills	6170 North Durango Drive	Las Vegas
	28	SGFC	Park Plaza	1776, 1782 and 1790 West Park Avenue	Redlands
	29	Barclays	Alabama Georgia MHC Portfolio	Various	Various
	29.01	Barclays	Lakewood Estates	3945 Birmingham Way	Montgomery
	29.02	Barclays	Sea Pines	1451 Cedar Crescent Drive	Mobile
	29.03	Barclays	Heritage Point	1200 West Boulevard	Montgomery
	29.04	Barclays	Plantation Acres	3962 Deans Bridge Road	Hephzibah
	30	BSPRT	Chatham Crossing	11312-11314 US Highway 15-501 North	Chapel Hill
	31	SGFC	Rowmark HQ	5409 Hamlet Drive	Findlay
	32	LMF	De Portola Medical Office	31625 De Portola Road	Temecula
	33	Barclays	Arnold Industrial Park	3380, 3382, 3384, 3585, 3390 & 3506 Mercantile Avenue, 3573 & 3989 Progress Avenue and 1271, 1361 & 1377-1383 Airport Pulling Road North	Naples
	34	LMF	126 Franklin Avenue	126 Franklin Avenue	New Rochelle
	35	KeyBank	Kleppe Greg Business Park	1220 East Greg Street, 1250 East Greg Street, 1215 Kleppe Lane, 1275 Kleppe Lane and 1455 Deming Way	Sparks
	36	KeyBank	Walgreens Portfolio	Various	Various
	36.01	KeyBank	Walgreens - Fall River	369 Plymouth Avenue	Fall River
	36.02	KeyBank	Walgreens - Prairie du Chien	109 North Marquette Road	Prairie du Chien



 






    1 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Property Address	City
	37	Barclays	Holly Village	350 Silver Run Road	Millville
	38	LMF	Hibiscus Plaza	9823 Hibiscus Street	Miami
	39	LMF	Washington Street Storage Portfolio	Various	Various
	39.01	LMF	Meadville Storage	17208 Conneaut Lake Road and 11207 Kingzett Drive	Meadville, Conneaut Lake
	39.02	LMF	Johnstown Storage	410 Eisenhower Boulevard	Johnstown
	39.03	LMF	Cambria Storage	3056 Saunders Settlement Road	Sanborn
	40	SMC	Sunshine Self Storage Pensacola	110 East Nine Mile Road	Pensacola
	41	LMF	Hampton Inn Arkadelphia	108 Malvern Road	Arkadelphia
	42	Barclays	Gardens Club Apartments	2754-2791 Northwest 191st Terrace and 2754-2790 Northwest 192nd Terrace	Miami Gardens
	43	SMC	McCarthy Ranch 	15-251 Ranch Drive	Milpitas
	44	KeyBank	Bear Creek Storage	32575 Clinton Keith Road	Wildomar
	45	Barclays	Marbeya Business Park	6625-6655 West Sahara Avenue	Las Vegas
	46	LMF	Allerand Retail Portfolio 2	Various	Various
	46.01	LMF	Rite Aid Gibbstown	380 Harmony Road	Gibbstown 
	46.02	LMF	Family Dollar Southfield	28949 Northwestern Highway	Southfield
	46.03	LMF	Family Dollar Norfolk	6130 Chesapeake Boulevard	Norfolk
	46.04	LMF	Family Dollar Memphis	3500 Ramill Road	Memphis
	47	LMF	57 4th Avenue 	57 4th Avenue	Brooklyn
	48	LMF	Plainfield Commons II	2663-2670 East Main Street	Plainfield
	49	SMC	Country Way Apartments	113 Parkside Court	Saginaw
	50	Barclays	Amberwood Hills Apartments	612-826 Southwest Amberwood Loop	Lake City
	51	SMC	Storwise Self Storage Portfolio	Various	Various
	51.01	SMC	Black Canyon Storage	34655 South Mud Springs Road	Black Canyon City
	51.02	SMC	Rimrock Self Storage	3706 and 3710 East Beaver Creek Road	Rimrock
	52	Barclays	Cornerstone Apartments	380 North Sunrise Way	Palm Springs
	53	Barclays	43500 Gen Mar Drive	43500 Gen Mar Drive	Novi
	54	Barclays	Arcadia Cove Apartments	709 North 17th Avenue	Arcadia
	55	LMF	Steaux-N-Geaux Storage	39372 Highway 74	Gonzales
	56	LMF	Midtown Duplexes	50, 75, 80, 90, 110, 115 & 120 Galonsky Street	Brownsville
	57	LMF	Oak Forest MHC	20 Powell Street	Battle Creek



 






    2 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	State	Zip Code	County	Property Type	Total SF/Units	Unit of Measure	Original Balance	Current Balance	Amortization Type
	1	SGFC	The Atlantic	PA	19102	Philadelphia	Multifamily	268	Units	75,000,000	75,000,000.00	Interest Only
	2	BSPRT	Saddleback Business Park	CA	92653	Orange	Industrial	388,224	Square Feet	58,500,000	58,500,000.00	Interest Only
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	NV	Various	Clark	Hotel	9,748	Rooms	58,000,000	58,000,000.00	ARD-Interest Only
	3.01	Barclays; SGFC	MGM Grand	NV	89109	Clark	Hotel	4,998	Rooms	31,610,000	31,610,000.00	 
	3.02	Barclays; SGFC	Mandalay Bay	NV	89119	Clark	Hotel	4,750	Rooms	26,390,000	26,390,000.00	 
	4	SMC	744 Bedford Avenue	NY	11205	Kings	Mixed Use	88	Units	39,600,000	39,600,000.00	IO-Balloon
	5	BSPRT	Crescent Gateway	MD	20814	Montgomery	Mixed Use	144,729	Square Feet	32,000,000	31,946,975.35	Balloon
	6	LMF	Tollway Towers	TX	75248	Dallas 	Office	299,521	Square Feet	30,500,000	30,500,000.00	IO-Balloon
	7	Barclays	1 Solutions Parkway	MO	63017	Saint Louis	Office	156,000	Square Feet	28,025,000	28,025,000.00	IO-Balloon
	8	BSPRT	Cypress Financial Center	FL	33309	Broward	Office	203,483	Square Feet	27,615,000	27,615,000.00	Interest Only
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	FL	33607	Hillsborough	Office	136,356	Square Feet	27,500,000	27,417,305.45	Balloon
	10	Barclays	200 St. Paul Plaza	MD	21202	Baltimore City	Office	265,515	Square Feet	24,200,000	24,200,000.00	Interest Only
	11	Barclays	Attiva - Lewisville, TX	TX	75077	Denton	Multifamily	180	Units	20,460,000	20,460,000.00	Interest Only
	12	SMC	Midgard Alabama Portfolio	AL	Various	Various	Self Storage	2,081	Units	17,600,000	17,548,773.19	Balloon
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	AL	35611	Limestone	Self Storage	569	Units	5,161,327	5,146,304.52	 
	12.02	SMC	Midgard Self-Storage Mall Drive	AL	35630	Lauderdale	Self Storage	576	Units	4,589,939	4,576,579.81	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	AL	35660	Colbert	Self Storage	471	Units	4,451,802	4,438,844.16	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	AL	35630	Lauderdale	Self Storage	465	Units	3,396,932	3,387,044.70	 
	13	LMF	Gardner Plaza	NV	89052	Clark	Mixed Use	69,072	Square Feet	17,150,000	17,122,746.32	Balloon
	14	Barclays	924 Overland Court	CA	91773	Los Angeles	Office	98,505	Square Feet	16,100,000	16,100,000.00	Interest Only
	15	BSPRT	Seaport Homes	CA	90732	Los Angeles	Multifamily	136	Units	14,000,000	14,000,000.00	Interest Only
	16	KeyBank	My Self Storage Space - Fullerton	CA	92832	Orange	Self Storage	909	Units	13,750,000	13,750,000.00	Interest Only
	17	SGFC	Bayshore Mixed Use	NY	11706	Suffolk	Mixed Use	56,186	Square Feet	13,640,000	13,640,000.00	IO-Balloon
	18	Barclays	3Y	MO	64105	Jackson	Office	94,323	Square Feet	13,625,000	13,625,000.00	Interest Only
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	IL	Various	Various	Various	242,404	Square Feet	13,100,000	13,061,372.38	Balloon
	19.01	LMF	Gary Tech	IL	60188	DuPage	Industrial	65,052	Square Feet	3,730,000	3,719,001.45	 
	19.02	LMF	Remington 	IL	60173	Cook	Industrial	41,534	Square Feet	2,910,000	2,901,419.36	 
	19.03	LMF	Deerpath	IL	60061	Lake	Office	45,235	Square Feet	2,170,000	2,163,601.38	 
	19.04	LMF	Messner 	IL	60090	Cook	Industrial	35,000	Square Feet	1,520,000	1,515,518.02	 
	19.05	LMF	Janke	IL	60062	Cook	Industrial	36,718	Square Feet	1,385,000	1,380,916.09	 
	19.06	LMF	Saunders	IL	60015	Lake	Office	18,865	Square Feet	1,385,000	1,380,916.09	 
	20	KeyBank	Ameriguard Self Storage Portfolio	MI	Various	Various	Self Storage	2,435	Units	12,800,000	12,745,913.05	Balloon
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	MI	48473	Genesee	Self Storage	899	Units	4,918,777	4,897,992.79	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	MI	48529	Genesee	Self Storage	899	Units	4,471,616	4,452,720.72	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	MI	48430	Livingston	Self Storage	637	Units	3,409,607	3,395,199.55	 
	21	LMF	JFP Properties MHC Portfolio	TX	Various	Harris	Manufactured Housing	381	Pads	12,700,000	12,700,000.00	IO-Balloon
	21.01	LMF	Van Manor MHC	TX	77075	Harris	Manufactured Housing	110	Pads	4,072,739	4,072,739.30	 
	21.02	LMF	Preston MHC	TX	77503	Harris	Manufactured Housing	76	Pads	3,092,369	3,092,368.77	 
	21.03	LMF	Holiday Villas MHC	TX	77504	Harris	Manufactured Housing	75	Pads	2,879,488	2,879,488.31	 
	21.04	LMF	Red Dot RV/MHC	TX	77060	Harris	Manufactured Housing	120	Pads	2,655,404	2,655,403.62	 
	22	KeyBank	APC Portfolio	TX	Various	Various	Office	46,236	Square Feet	12,347,500	12,347,500.00	IO-Balloon
	22.01	KeyBank	Round Rock	TX	78664	Williamson	Office	28,384	Square Feet	7,562,400	7,562,400.00	 
	22.02	KeyBank	South Mopac	TX	78749	Travis	Office	12,480	Square Feet	3,671,600	3,671,600.00	 
	22.03	KeyBank	Loop 360	TX	78750	Travis	Office	5,372	Square Feet	1,113,500	1,113,500.00	 
	23	Barclays	Melrose Apartments	AZ	85013	Maricopa	Multifamily	184	Units	12,250,000	12,250,000.00	Interest Only
	24	SMC	Park Avenue MHP Portfolio	Various	Various	Various	Manufactured Housing	799	Pads	10,500,000	10,468,715.80	Balloon
	24.01	SMC	Lakeview Terrace	AK	99701	Fairbanks North Star	Manufactured Housing	207	Pads	3,435,000	3,424,765.59	 
	24.02	SMC	Breeze Lake MHP	TX	78521	Cameron	Manufactured Housing	204	Pads	2,445,000	2,437,715.24	 
	24.03	SMC	Desert Oasis MHP	TX	79938	El Paso	Manufactured Housing	111	Pads	2,100,000	2,093,743.17	 
	24.04	SMC	Sunset Palms MHP	TX	78521	Cameron	Manufactured Housing	166	Pads	1,751,000	1,745,782.99	 
	24.05	SMC	Bannock MHC	ID	83201	Bannock	Manufactured Housing	111	Pads	769,000	766,708.81	 
	25	Barclays	2727 Iowa Street	KS	66046	Douglas	Retail	85,044	Square Feet	10,500,000	10,276,176.92	Balloon
	26	LMF	Hazle Marketplace	PA	18202	Luzerne	Retail	215,026	Square Feet	10,250,000	10,250,000.00	Interest Only
	27	KeyBank	Centennial Hills	NV	89149	Clark	Office	57,156	Square Feet	10,175,000	10,175,000.00	IO-Balloon
	28	SGFC	Park Plaza	CA	92373	San Bernardino	Office	53,325	Square Feet	10,000,000	10,000,000.00	IO-Balloon
	29	Barclays	Alabama Georgia MHC Portfolio	Various	Various	Various	Manufactured Housing	588	Pads	9,350,000	9,322,909.31	Balloon
	29.01	Barclays	Lakewood Estates	AL	36108	Montgomery	Manufactured Housing	159	Pads	3,375,461	3,365,680.56	 
	29.02	Barclays	Sea Pines	AL	36605	Mobile	Manufactured Housing	144	Pads	2,849,205	2,840,949.41	 
	29.03	Barclays	Heritage Point	AL	36108	Montgomery	Manufactured Housing	103	Pads	2,027,540	2,021,665.32	 
	29.04	Barclays	Plantation Acres	GA	30815	Richmond	Manufactured Housing	182	Pads	1,097,795	1,094,614.02	 
	30	BSPRT	Chatham Crossing	NC	27517	Chatham	Retail	85,811	Square Feet	9,200,000	9,183,549.14	Balloon
	31	SGFC	Rowmark HQ	OH	45840	Hancock	Industrial	145,000	Square Feet	9,100,000	9,100,000.00	IO-Balloon
	32	LMF	De Portola Medical Office	CA	92592	Riverside	Office	25,121	Square Feet	8,500,000	8,500,000.00	IO-Balloon
	33	Barclays	Arnold Industrial Park	FL	34104	Collier	Industrial	118,300	Square Feet	8,000,000	8,000,000.00	Interest Only
	34	LMF	126 Franklin Avenue	NY	10805	Westchester	Multifamily	44	Units	7,000,000	7,000,000.00	Interest Only
	35	KeyBank	Kleppe Greg Business Park	NV	89431	Washoe	Industrial	150,439	Square Feet	7,000,000	7,000,000.00	Interest Only
	36	KeyBank	Walgreens Portfolio	Various	Various	Various	Retail	29,689	Square Feet	6,900,000	6,900,000.00	Interest Only
	36.01	KeyBank	Walgreens - Fall River	MA	02721	Bristol	Retail	14,676	Square Feet	3,685,000	3,685,000.00	 
	36.02	KeyBank	Walgreens - Prairie du Chien	WI	53821	Crawford	Retail	15,013	Square Feet	3,215,000	3,215,000.00	 



 






    3 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	State	Zip Code	County	Property Type	Total SF/Units	Unit of Measure	Original Balance	Current Balance	Amortization Type
	37	Barclays	Holly Village	NJ	08332	Cumberland	Manufactured Housing	245	Pads	6,500,000	6,488,814.70	Balloon
	38	LMF	Hibiscus Plaza	FL	33157	Miami-Dade	Retail	37,507	Square Feet	6,200,000	6,182,842.21	Balloon
	39	LMF	Washington Street Storage Portfolio	Various	Various	Various	Self Storage	991	Units	5,800,000	5,800,000.00	IO-Balloon
	39.01	LMF	Meadville Storage	PA	16335, 16316	Crawford	Self Storage	378	Units	2,300,000	2,300,000.00	 
	39.02	LMF	Johnstown Storage	PA	15904	Cambria	Self Storage	433	Units	2,200,000	2,200,000.00	 
	39.03	LMF	Cambria Storage	NY	14132	Niagara	Self Storage	180	Units	1,300,000	1,300,000.00	 
	40	SMC	Sunshine Self Storage Pensacola	FL	32534	Escambia	Self Storage	736	Units	5,700,000	5,700,000.00	Interest Only
	41	LMF	Hampton Inn Arkadelphia	AR	71923	Clark	Hotel	80	Rooms	5,800,000	5,680,881.59	Balloon
	42	Barclays	Gardens Club Apartments	FL	33056	Miami-Dade 	Multifamily	30	Units	5,457,500	5,457,500.00	Interest Only
	43	SMC	McCarthy Ranch 	CA	95035	Santa Clara	Retail	265,994	Square Feet	5,000,000	5,000,000.00	Interest Only
	44	KeyBank	Bear Creek Storage	CA	92595	Riverside	Self Storage	583	Units	5,000,000	5,000,000.00	Interest Only
	45	Barclays	Marbeya Business Park	NV	89146	Clark	Office	85,362	Square Feet	4,950,000	4,950,000.00	Interest Only
	46	LMF	Allerand Retail Portfolio 2	Various	Various	Various	Retail	43,502	Square Feet	4,580,000	4,561,415.81	Balloon
	46.01	LMF	Rite Aid Gibbstown	NJ	08027	Gloucester	Retail	11,191	Square Feet	1,430,000	1,424,197.51	 
	46.02	LMF	Family Dollar Southfield	MI	48034	Oakland	Retail	10,645	Square Feet	1,320,000	1,314,643.86	 
	46.03	LMF	Family Dollar Norfolk	VA	23513	Norfolk City	Retail	10,616	Square Feet	1,030,000	1,025,820.59	 
	46.04	LMF	Family Dollar Memphis	TN	38128	Shelby 	Retail	11,050	Square Feet	800,000	796,753.85	 
	47	LMF	57 4th Avenue 	NY	11217	Kings	Mixed Use	4,375	Square Feet	4,375,000	4,375,000.00	IO-Balloon
	48	LMF	Plainfield Commons II	IN	46168	Hendricks	Retail	14,026	Square Feet	3,800,000	3,800,000.00	IO-Balloon
	49	SMC	Country Way Apartments	MI	48601	Saginaw	Multifamily	140	Units	3,500,000	3,500,000.00	IO-Balloon
	50	Barclays	Amberwood Hills Apartments	FL	32025	Columbia	Multifamily	100	Units	3,225,000	3,225,000.00	IO-Balloon
	51	SMC	Storwise Self Storage Portfolio	AZ	Various	Yavapai	Self Storage	616	Units	3,220,000	3,220,000.00	IO-Balloon
	51.01	SMC	Black Canyon Storage	AZ	85324	Yavapai	Self Storage	379	Units	1,908,378	1,908,378.38	 
	51.02	SMC	Rimrock Self Storage	AZ	86335	Yavapai	Self Storage	237	Units	1,311,622	1,311,621.62	 
	52	Barclays	Cornerstone Apartments	CA	92262	Riverside	Multifamily	36	Units	2,917,000	2,917,000.00	Interest Only
	53	Barclays	43500 Gen Mar Drive	MI	48375	Oakland	Industrial	45,388	Square Feet	2,775,000	2,768,217.92	Balloon
	54	Barclays	Arcadia Cove Apartments	FL	34266	DeSoto	Multifamily	50	Units	2,700,000	2,684,463.84	Balloon
	55	LMF	Steaux-N-Geaux Storage	LA	70737	Ascension	Self Storage	331	Units	2,535,000	2,535,000.00	IO-Balloon
	56	LMF	Midtown Duplexes	TX	78521	Cameron	Multifamily	30	Units	1,850,000	1,842,232.85	Balloon
	57	LMF	Oak Forest MHC	MI	49014	Calhoun	Manufactured Housing	105	Pads	1,800,000	1,800,000.00	IO-Balloon



 






    4 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Monthly Debt Service	Accrual Type	Interest Rate (%)	Admin. Fee	Net Mortgage Interest Rate	Payment Date	Maturity/ARD Date	Final Mat Date
	1	SGFC	The Atlantic	219,000.51	Actual/360	3.456008%	0.014585%	3.441423%	5	2/5/2031	2/5/2031
	2	BSPRT	Saddleback Business Park	164,592.19	Actual/360	3.330000%	0.014585%	3.315415%	6	1/6/2031	1/6/2031
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	174,358.47	Actual/360	3.558000%	0.013960%	3.544040%	5	3/5/2030	3/5/2032
	3.01	Barclays; SGFC	MGM Grand	 	 	 	 	 	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 	 	 	 	 	 
	4	SMC	744 Bedford Avenue	180,997.75	Actual/360	3.643000%	0.014585%	3.628415%	6	2/6/2031	2/6/2031
	5	BSPRT	Crescent Gateway	153,326.87	Actual/360	4.030000%	0.014585%	4.015415%	6	2/6/2031	2/6/2031
	6	LMF	Tollway Towers	169,178.56	Actual/360	5.290000%	0.014585%	5.275415%	6	12/6/2030	12/6/2030
	7	Barclays	1 Solutions Parkway	125,735.29	Actual/360	3.493000%	0.014585%	3.478415%	6	2/6/2031	2/6/2031
	8	BSPRT	Cypress Financial Center	86,678.82	Actual/360	3.715000%	0.014585%	3.700415%	6	2/6/2031	2/6/2031
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	163,330.66	Actual/360	3.770000%	0.014585%	3.755415%	6	2/6/2031	2/6/2031
	10	Barclays	200 St. Paul Plaza	73,117.61	Actual/360	3.576000%	0.014585%	3.561415%	6	2/6/2031	2/6/2031
	11	Barclays	Attiva - Lewisville, TX	54,626.31	Actual/360	3.160000%	0.014585%	3.145415%	6	1/6/2031	1/6/2031
	12	SMC	Midgard Alabama Portfolio	85,861.70	Actual/360	4.180000%	0.014585%	4.165415%	6	1/6/2031	1/6/2031
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 	 	 	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 	 	 	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 	 	 	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 	 	 	 	 	 
	13	LMF	Gardner Plaza	85,678.01	Actual/360	4.380000%	0.014585%	4.365415%	6	2/6/2031	2/6/2031
	14	Barclays	924 Overland Court	41,353.15	Actual/360	3.040000%	0.054585%	2.985415%	6	1/6/2031	1/6/2031
	15	BSPRT	Seaport Homes	39,626.16	Actual/360	3.350000%	0.014585%	3.335415%	6	2/6/2031	2/6/2031
	16	KeyBank	My Self Storage Space - Fullerton	41,009.69	Actual/360	3.530000%	0.023335%	3.506665%	1	2/1/2031	2/1/2031
	17	SGFC	Bayshore Mixed Use	65,829.16	Actual/360	4.090000%	0.014585%	4.075415%	1	02/01/2031	02/01/2031
	18	Barclays	3Y	40,233.96	Actual/360	3.495000%	0.044585%	3.450415%	6	1/6/2031	1/6/2031
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	63,298.99	Actual/360	4.100000%	0.014585%	4.085415%	6	1/6/2031	1/6/2031
	19.01	LMF	Gary Tech	 	 	 	 	 	 	 	 
	19.02	LMF	Remington 	 	 	 	 	 	 	 	 
	19.03	LMF	Deerpath	 	 	 	 	 	 	 	 
	19.04	LMF	Messner 	 	 	 	 	 	 	 	 
	19.05	LMF	Janke	 	 	 	 	 	 	 	 
	19.06	LMF	Saunders	 	 	 	 	 	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	64,768.35	Actual/360	3.600000%	0.023335%	3.576665%	1	1/1/2031	1/1/2031
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 	 	 	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 	 	 	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 	 	 	 	 	 
	21	LMF	JFP Properties MHC Portfolio	62,402.04	Actual/360	4.240000%	0.014585%	4.225415%	6	2/6/2031	2/6/2031
	21.01	LMF	Van Manor MHC	 	 	 	 	 	 	 	 
	21.02	LMF	Preston MHC	 	 	 	 	 	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 	 	 	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 	 	 	 	 	 
	22	KeyBank	APC Portfolio	58,380.80	Actual/360	3.920000%	0.023335%	3.896665%	1	2/1/2031	2/1/2031
	22.01	KeyBank	Round Rock	 	 	 	 	 	 	 	 
	22.02	KeyBank	South Mopac	 	 	 	 	 	 	 	 
	22.03	KeyBank	Loop 360	 	 	 	 	 	 	 	 
	23	Barclays	Melrose Apartments	39,382.19	Actual/360	3.805000%	0.063335%	3.741665%	6	1/6/2031	1/6/2031
	24	SMC	Park Avenue MHP Portfolio	50,346.77	Actual/360	4.036000%	0.014585%	4.021415%	6	1/6/2031	1/6/2031
	24.01	SMC	Lakeview Terrace	 	 	 	 	 	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 	 	 	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 	 	 	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 	 	 	 	 	 
	24.05	SMC	Bannock MHC	 	 	 	 	 	 	 	 
	25	Barclays	2727 Iowa Street	48,122.09	Actual/360	3.665000%	0.014585%	3.650415%	6	1/6/2030	1/6/2030
	26	LMF	Hazle Marketplace	28,665.60	Actual/360	3.310000%	0.014585%	3.295415%	6	12/6/2030	12/6/2030
	27	KeyBank	Centennial Hills	44,505.93	Actual/360	3.290000%	0.023335%	3.266665%	1	2/1/2031	2/1/2031
	28	SGFC	Park Plaza	46,084.88	Actual/360	3.710000%	0.014585%	3.695415%	1	01/01/2031	01/01/2031
	29	Barclays	Alabama Georgia MHC Portfolio	45,766.77	Actual/360	4.208000%	0.014585%	4.193415%	6	1/6/2031	1/6/2031
	29.01	Barclays	Lakewood Estates	 	 	 	 	 	 	 	 
	29.02	Barclays	Sea Pines	 	 	 	 	 	 	 	 
	29.03	Barclays	Heritage Point	 	 	 	 	 	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 	 	 	 	 	 
	30	BSPRT	Chatham Crossing	40,851.30	Actual/360	3.410000%	0.073335%	3.336665%	6	2/6/2031	2/6/2031
	31	SGFC	Rowmark HQ	42,523.95	Actual/360	3.823500%	0.014585%	3.808915%	1	02/01/2031	02/01/2031
	32	LMF	De Portola Medical Office	43,422.51	Actual/360	4.570000%	0.014585%	4.555415%	6	2/6/2031	2/6/2031
	33	Barclays	Arnold Industrial Park	24,887.59	Actual/360	3.682000%	0.014585%	3.667415%	6	2/6/2031	2/6/2031
	34	LMF	126 Franklin Avenue	22,297.11	Actual/360	3.770000%	0.014585%	3.755415%	6	2/6/2031	2/6/2031
	35	KeyBank	Kleppe Greg Business Park	19,517.36	Actual/360	3.300000%	0.023335%	3.276665%	1	1/1/2031	1/1/2031
	36	KeyBank	Walgreens Portfolio	21,104.10	Actual/360	3.620000%	0.023335%	3.596665%	1	2/1/2031	2/1/2031
	36.01	KeyBank	Walgreens - Fall River	 	 	 	 	 	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 	 	 	 	 	 



 


 






    5 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Monthly Debt Service	Accrual Type	Interest Rate (%)	Admin. Fee	Net Mortgage Interest Rate	Payment Date	Maturity/ARD Date	Final Mat Date
	37	Barclays	Holly Village	29,991.97	Actual/360	3.720000%	0.014585%	3.705415%	6	2/6/2031	2/6/2031
	38	LMF	Hibiscus Plaza	31,377.66	Actual/360	4.490000%	0.014585%	4.475415%	6	1/6/2031	1/6/2031
	39	LMF	Washington Street Storage Portfolio	27,523.16	Actual/360	3.950000%	0.014585%	3.935415%	6	1/6/2031	1/6/2031
	39.01	LMF	Meadville Storage	 	 	 	 	 	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 	 	 	 	 	 
	39.03	LMF	Cambria Storage	 	 	 	 	 	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	16,807.74	Actual/360	3.490000%	0.014585%	3.475415%	6	1/6/2031	1/6/2031
	41	LMF	Hampton Inn Arkadelphia	33,233.82	Actual/360	4.800000%	0.014585%	4.785415%	6	3/6/2030	3/6/2030
	42	Barclays	Gardens Club Apartments	15,746.85	Actual/360	3.415000%	0.014585%	3.400415%	6	1/6/2031	1/6/2031
	43	SMC	McCarthy Ranch 	15,605.44	Actual/360	3.694000%	0.015835%	3.678165%	6	2/6/2030	2/6/2030
	44	KeyBank	Bear Creek Storage	11,490.74	Actual/360	2.720000%	0.023335%	2.696665%	1	2/1/2031	2/1/2031
	45	Barclays	Marbeya Business Park	16,365.31	Actual/360	3.913000%	0.014585%	3.898415%	6	1/6/2031	1/6/2031
	46	LMF	Allerand Retail Portfolio 2	22,853.76	Actual/360	4.370000%	0.014585%	4.355415%	6	12/6/2030	12/6/2030
	46.01	LMF	Rite Aid Gibbstown	 	 	 	 	 	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 	 	 	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 	 	 	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 	 	 	 	 	 
	47	LMF	57 4th Avenue 	21,599.28	Actual/360	4.280000%	0.014585%	4.265415%	6	1/6/2031	1/6/2031
	48	LMF	Plainfield Commons II	18,218.54	Actual/360	4.035000%	0.014585%	4.020415%	6	11/6/2030	11/6/2030
	49	SMC	Country Way Apartments	16,220.96	Actual/360	3.756000%	0.014585%	3.741415%	6	2/6/2031	2/6/2031
	50	Barclays	Amberwood Hills Apartments	15,430.13	Actual/360	4.018000%	0.014585%	4.003415%	6	1/6/2031	1/6/2031
	51	SMC	Storwise Self Storage Portfolio	14,930.60	Actual/360	3.760000%	0.014585%	3.745415%	6	1/6/2031	1/6/2031
	51.01	SMC	Black Canyon Storage	 	 	 	 	 	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 	 	 	 	 	 
	52	Barclays	Cornerstone Apartments	9,086.96	Actual/360	3.687000%	0.014585%	3.672415%	6	11/6/2030	11/6/2030
	53	Barclays	43500 Gen Mar Drive	15,323.65	Actual/360	5.250000%	0.014585%	5.235415%	6	1/6/2026	1/6/2026
	54	Barclays	Arcadia Cove Apartments	14,428.10	Actual/360	4.118000%	0.014585%	4.103415%	6	12/6/2030	12/6/2030
	55	LMF	Steaux-N-Geaux Storage	12,950.12	Actual/360	4.570000%	0.014585%	4.555415%	6	2/6/2031	2/6/2031
	56	LMF	Midtown Duplexes	9,025.24	Actual/360	4.180000%	0.014585%	4.165415%	6	12/6/2030	12/6/2030
	57	LMF	Oak Forest MHC	10,515.75	Actual/360	5.760000%	0.014585%	5.745415%	6	2/6/2026	2/6/2026



 






    6 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE   
	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	ARD Step Up (%)	Term	Rem. Term	Amort. Term
	1	SGFC	The Atlantic	 	120	119	0
	2	BSPRT	Saddleback Business Park	 	120	118	0
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	The sum of (i) 2.00% plus (ii) the greater of (A) the sum of (I) the ARD Treasury Note Rate (as defined in the loan documents) plus (II) (x) with respect to Note A, 1.77% or (y) with respect to Note B, 1.77%, and (B) the applicable Initial Interest Rate for such Note 	120	108	0
	3.01	Barclays; SGFC	MGM Grand	 	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 	 
	4	SMC	744 Bedford Avenue	 	120	119	360
	5	BSPRT	Crescent Gateway	 	120	119	360
	6	LMF	Tollway Towers	 	120	117	360
	7	Barclays	1 Solutions Parkway	 	120	119	360
	8	BSPRT	Cypress Financial Center	 	120	119	0
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	 	120	119	240
	10	Barclays	200 St. Paul Plaza	 	120	119	0
	11	Barclays	Attiva - Lewisville, TX	 	120	118	0
	12	SMC	Midgard Alabama Portfolio	 	120	118	360
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 	 
	13	LMF	Gardner Plaza	 	120	119	360
	14	Barclays	924 Overland Court	 	120	118	0
	15	BSPRT	Seaport Homes	 	120	119	0
	16	KeyBank	My Self Storage Space - Fullerton	 	120	119	0
	17	SGFC	Bayshore Mixed Use	 	120	119	360
	18	Barclays	3Y	 	120	118	0
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	 	120	118	360
	19.01	LMF	Gary Tech	 	 	 	 
	19.02	LMF	Remington 	 	 	 	 
	19.03	LMF	Deerpath	 	 	 	 
	19.04	LMF	Messner 	 	 	 	 
	19.05	LMF	Janke	 	 	 	 
	19.06	LMF	Saunders	 	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	 	120	118	300
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 	 
	21	LMF	JFP Properties MHC Portfolio	 	120	119	360
	21.01	LMF	Van Manor MHC	 	 	 	 
	21.02	LMF	Preston MHC	 	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 	 
	22	KeyBank	APC Portfolio	 	120	119	360
	22.01	KeyBank	Round Rock	 	 	 	 
	22.02	KeyBank	South Mopac	 	 	 	 
	22.03	KeyBank	Loop 360	 	 	 	 
	23	Barclays	Melrose Apartments	 	120	118	0
	24	SMC	Park Avenue MHP Portfolio	 	120	118	360
	24.01	SMC	Lakeview Terrace	 	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 	 
	24.05	SMC	Bannock MHC	 	 	 	 
	25	Barclays	2727 Iowa Street	 	120	106	360
	26	LMF	Hazle Marketplace	 	120	117	0
	27	KeyBank	Centennial Hills	 	120	119	360
	28	SGFC	Park Plaza	 	120	118	360
	29	Barclays	Alabama Georgia MHC Portfolio	 	120	118	360
	29.01	Barclays	Lakewood Estates	 	 	 	 
	29.02	Barclays	Sea Pines	 	 	 	 
	29.03	Barclays	Heritage Point	 	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 	 
	30	BSPRT	Chatham Crossing	 	120	119	360
	31	SGFC	Rowmark HQ	 	120	119	360
	32	LMF	De Portola Medical Office	 	120	119	360
	33	Barclays	Arnold Industrial Park	 	120	119	0
	34	LMF	126 Franklin Avenue	 	120	119	0
	35	KeyBank	Kleppe Greg Business Park	 	120	118	0
	36	KeyBank	Walgreens Portfolio	 	120	119	0
	36.01	KeyBank	Walgreens - Fall River	 	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 	 



 






    7 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	ARD Step Up (%)	Term	Rem. Term	Amort. Term
	37	Barclays	Holly Village	 	120	119	360
	38	LMF	Hibiscus Plaza	 	120	118	360
	39	LMF	Washington Street Storage Portfolio	 	120	118	360
	39.01	LMF	Meadville Storage	 	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 	 
	39.03	LMF	Cambria Storage	 	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	 	120	118	0
	41	LMF	Hampton Inn Arkadelphia	 	120	108	300
	42	Barclays	Gardens Club Apartments	 	120	118	0
	43	SMC	McCarthy Ranch 	 	120	107	0
	44	KeyBank	Bear Creek Storage	 	120	119	0
	45	Barclays	Marbeya Business Park	 	120	118	0
	46	LMF	Allerand Retail Portfolio 2	 	120	117	360
	46.01	LMF	Rite Aid Gibbstown	 	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 	 
	47	LMF	57 4th Avenue 	 	120	118	360
	48	LMF	Plainfield Commons II	 	120	116	360
	49	SMC	Country Way Apartments	 	120	119	360
	50	Barclays	Amberwood Hills Apartments	 	120	118	360
	51	SMC	Storwise Self Storage Portfolio	 	120	118	360
	51.01	SMC	Black Canyon Storage	 	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 	 
	52	Barclays	Cornerstone Apartments	 	120	116	0
	53	Barclays	43500 Gen Mar Drive	 	60	58	360
	54	Barclays	Arcadia Cove Apartments	 	120	117	300
	55	LMF	Steaux-N-Geaux Storage	 	120	119	360
	56	LMF	Midtown Duplexes	 	120	117	360
	57	LMF	Oak Forest MHC	 	60	59	360



 






    8 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Rem. Amort.	Crossed Loan	Original String	Title Type	Grace Period (Late Payment)	Upfront Eng. Reserve	Upfront RE Tax Reserve	Monthly RE Tax Reserve	RE Tax Escrow Cash or LOC
	1	SGFC	The Atlantic	0	No	L(25),Grtr1%orYM(91),O(4)	Fee	0	0	281,202	65,425	Cash
	2	BSPRT	Saddleback Business Park	0	No	L(26),Def(90),O(4)	Fee	0	63,240	273,919	47,023	Cash
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	0	No	Grtr0.5%orYM(35), DeforGrtr0.5%orYM(78),O(7)	Fee	0	0	0	Springing	 
	3.01	Barclays; SGFC	MGM Grand	 	 	 	Fee	 	 	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 	Fee	 	 	 	 	 
	4	SMC	744 Bedford Avenue	360	No	L(25),Def(91),O(4)	Fee	0	2,500	162,162	81,081	Cash
	5	BSPRT	Crescent Gateway	359	No	L(25),Def(91),O(4)	Fee	0	0	359,137	51,305	Cash
	6	LMF	Tollway Towers	360	No	L(27),Def(89),O(4)	Fee	0	0	0	73,474	 
	7	Barclays	1 Solutions Parkway	360	No	L(25),Def(88),O(7)	Fee	0	34,100	0	Springing	 
	8	BSPRT	Cypress Financial Center	0	No	L(25),Def(91),O(4)	Fee	0	6,840	104,702	52,351	Cash
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	239	No	L(25),Grtr1%orYM(88),O(7)	Fee	10	0	159,251	37,917	Cash
	10	Barclays	200 St. Paul Plaza	0	No	L(25),Def(91),O(4)	Fee	0	0	0	Springing	 
	11	Barclays	Attiva - Lewisville, TX	0	No	L(26),Def(90),O(4)	Fee	0	36,325	66,594	33,297	Cash
	12	SMC	Midgard Alabama Portfolio	358	No	L(26),Def(90),O(4)	Fee	0	0	16,094	8,047	Cash
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 	Fee	 	 	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 	Fee	 	 	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 	Fee	 	 	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 	Fee	 	 	 	 	 
	13	LMF	Gardner Plaza	359	No	L(25),Def(90),O(5)	Fee	0	0	18,495	17,614	Cash
	14	Barclays	924 Overland Court	0	No	L(26),Def(90),O(4)	Fee	0	7,500	14,585	14,585	Cash
	15	BSPRT	Seaport Homes	0	No	L(25),Def(91),O(4)	Fee	0	0	0	Springing	 
	16	KeyBank	My Self Storage Space - Fullerton	0	No	L(25),Def(89),O(6)	Fee	5	0	10,959	10,959	Cash
	17	SGFC	Bayshore Mixed Use	360	No	L(25),Def(91),O(4)	Fee/Leasehold	0	0	25,902	19,305	Cash
	18	Barclays	3Y	0	No	L(23),Grtr1%orYM(93),O(4)	Fee	0	0	0	3,040	 
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	358	No	L(26),Def(90),O(4)	Fee	0	109,656	326,305	51,795	Cash
	19.01	LMF	Gary Tech	 	 	 	Fee	 	 	 	 	 
	19.02	LMF	Remington 	 	 	 	Fee	 	 	 	 	 
	19.03	LMF	Deerpath	 	 	 	Fee	 	 	 	 	 
	19.04	LMF	Messner 	 	 	 	Fee	 	 	 	 	 
	19.05	LMF	Janke	 	 	 	Fee	 	 	 	 	 
	19.06	LMF	Saunders	 	 	 	Fee	 	 	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	298	No	L(25),Grtr1%orYM(92),O(3)	Fee	0	0	0	23,427	 
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 	Fee	 	 	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 	Fee	 	 	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 	Fee	 	 	 	 	 
	21	LMF	JFP Properties MHC Portfolio	360	No	L(25),Def(91),O(4)	Fee	0	109,189	23,251	11,072	Cash
	21.01	LMF	Van Manor MHC	 	 	 	Fee	 	 	 	 	 
	21.02	LMF	Preston MHC	 	 	 	Fee	 	 	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 	Fee	 	 	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 	Fee	 	 	 	 	 
	22	KeyBank	APC Portfolio	360	No	L(25),Def(92),O(3)	Fee	0	3,438	0	Springing	 
	22.01	KeyBank	Round Rock	 	 	 	Fee	 	 	 	 	 
	22.02	KeyBank	South Mopac	 	 	 	Fee	 	 	 	 	 
	22.03	KeyBank	Loop 360	 	 	 	Fee	 	 	 	 	 
	23	Barclays	Melrose Apartments	0	No	L(26),Def(90),O(4)	Fee	0	86,000	16,626	4,157	Cash
	24	SMC	Park Avenue MHP Portfolio	358	No	L(26),Def(89),O(5)	Fee	0	78,813	30,541	10,116	Cash
	24.01	SMC	Lakeview Terrace	 	 	 	Fee	 	 	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 	Fee	 	 	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 	Fee	 	 	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 	Fee	 	 	 	 	 
	24.05	SMC	Bannock MHC	 	 	 	Fee	 	 	 	 	 
	25	Barclays	2727 Iowa Street	346	No	L(38),Def(78),O(4)	Fee	0	8,000	33,980	11,327	Cash
	26	LMF	Hazle Marketplace	0	No	L(23),Grtr1%orYM(93),O(4)	Fee	5	0	0	Springing	 
	27	KeyBank	Centennial Hills	360	No	L(25),Def(92),O(3)	Fee	0	625	0	3,143	 
	28	SGFC	Park Plaza	360	No	L(26),Def(91),O(3)	Fee	0	10,800	21,131	18,931	Cash
	29	Barclays	Alabama Georgia MHC Portfolio	358	No	L(35),Def(81),O(4)	Fee	0	20,000	17,680	5,893	Cash
	29.01	Barclays	Lakewood Estates	 	 	 	Fee	 	 	 	 	 
	29.02	Barclays	Sea Pines	 	 	 	Fee	 	 	 	 	 
	29.03	Barclays	Heritage Point	 	 	 	Fee	 	 	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 	Fee	 	 	 	 	 
	30	BSPRT	Chatham Crossing	359	No	L(25),Def(91),O(4)	Fee	0	0	36,341	4,543	Cash
	31	SGFC	Rowmark HQ	360	No	L(25),DeforGrtr1%orYM(88),O(7)	Fee	5	0	0	Springing	 
	32	LMF	De Portola Medical Office	360	No	L(25),Def(91),O(4)	Fee	0	0	56,103	11,221	Cash
	33	Barclays	Arnold Industrial Park	0	No	L(35),Def(81),O(4)	Fee	0	3,938	43,873	8,775	Cash
	34	LMF	126 Franklin Avenue	0	No	L(25),Def(91),O(4)	Fee	0	0	58,335	11,111	Cash
	35	KeyBank	Kleppe Greg Business Park	0	No	L(25),Grtr1%orYM(92),O(3)	Fee	0	0	12,230	6,159	Cash
	36	KeyBank	Walgreens Portfolio	0	No	L(25),Def(92),O(3)	Fee	0	0	0	Springing	 
	36.01	KeyBank	Walgreens - Fall River	 	 	 	Fee	 	 	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 	Fee	 	 	 	 	 



 






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	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Rem. Amort.	Crossed Loan	Original String	Title Type	Grace Period (Late Payment)	Upfront Eng. Reserve	Upfront RE Tax Reserve	Monthly RE Tax Reserve	RE Tax Escrow Cash or LOC
	37	Barclays	Holly Village	359	No	L(35),Def(81),O(4)	Fee	0	0	0	Springing	 
	38	LMF	Hibiscus Plaza	358	No	L(26),Def(90),O(4)	Fee	0	46,495	0	10,329	 
	39	LMF	Washington Street Storage Portfolio	360	No	L(26),Def(90),O(4)	Fee	0	153,531	16,388	5,203	Cash
	39.01	LMF	Meadville Storage	 	 	 	Fee	 	 	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 	Fee	 	 	 	 	 
	39.03	LMF	Cambria Storage	 	 	 	Fee	 	 	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	0	No	L(26),Def(90),O(4)	Fee	0	0	13,126	4,375	Cash
	41	LMF	Hampton Inn Arkadelphia	288	No	L(35),Grtr1%orYM(1),Def(80),O(4)	Fee	0	0	16,163	2,641	Cash
	42	Barclays	Gardens Club Apartments	0	No	L(26),Def(87),O(7)	Fee	0	0	5,856	1,952	Cash
	43	SMC	McCarthy Ranch 	0	No	L(35),Def(81),O(4)	Fee	0	0	47,794	47,794	Cash
	44	KeyBank	Bear Creek Storage	0	No	L(25),Grtr1%orYM(92),O(3)	Fee	0	0	0	4,607	 
	45	Barclays	Marbeya Business Park	0	No	L(26),Def(87),O(7)	Fee	0	19,879	6,179	6,179	Cash
	46	LMF	Allerand Retail Portfolio 2	357	No	L(23),Grtr1%orYM(90),O(7)	Fee	0	120,545	0	Springing	 
	46.01	LMF	Rite Aid Gibbstown	 	 	 	Fee	 	 	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 	Fee	 	 	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 	Fee	 	 	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 	Fee	 	 	 	 	 
	47	LMF	57 4th Avenue 	360	No	L(23),Grtr1%orYM(90),O(7)	Fee	5	1,250	3,932	1,872	Cash
	48	LMF	Plainfield Commons II	360	No	L(28),Def(88),O(4)	Fee	0	0	9,622	4,582	Cash
	49	SMC	Country Way Apartments	360	No	L(25),Grtr1%orYM(89),O(6)	Fee	0	125,500	21,020	3,503	Cash
	50	Barclays	Amberwood Hills Apartments	360	No	L(26),Def(90),O(4)	Fee	5 (once per twelve calendar months)	52,000	13,972	6,986	Cash
	51	SMC	Storwise Self Storage Portfolio	360	No	L(26),Def(90),O(4)	Fee	0	38,250	10,005	3,335	Cash
	51.01	SMC	Black Canyon Storage	 	 	 	Fee	 	 	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 	Fee	 	 	 	 	 
	52	Barclays	Cornerstone Apartments	0	No	L(35),Def(81),O(4)	Fee	0	3,750	12,108	3,027	Cash
	53	Barclays	43500 Gen Mar Drive	358	No	L(26),Def(30),O(4)	Fee	0	82,438	12,278	3,070	Cash
	54	Barclays	Arcadia Cove Apartments	297	No	L(35),Def(81),O(4)	Fee	0	0	7,009	2,336	Cash
	55	LMF	Steaux-N-Geaux Storage	360	No	L(25),Def(91),O(4)	Fee	0	0	3,866	1,227	Cash
	56	LMF	Midtown Duplexes	357	No	L(27),Def(89),O(4)	Fee	10	0	0	5,180	 
	57	LMF	Oak Forest MHC	360	No	L(25),Def(31),O(4)	Fee	0	60,313	1,467	1,397	Cash



 






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	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Counterparty of RE Tax Escrow LOC	Upfront Ins. Reserve	Monthly Ins. Reserve	Insurance Escrow Cash or LOC	Counterparty of Insurance Escrow LOC	Upfront CapEx Reserve	Monthly Capex Reserve
	1	SGFC	The Atlantic	 	0	Springing	 	 	0	6,042
	2	BSPRT	Saddleback Business Park	 	3,558	1,779	Cash	 	0	8,564
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	 	0	Springing	 	 	0	Springing
	3.01	Barclays; SGFC	MGM Grand	 	 	 	 	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 	 	 	 	 
	4	SMC	744 Bedford Avenue	 	58,382	4,491	Cash	 	0	2,067
	5	BSPRT	Crescent Gateway	 	13,892	4,631	Cash	 	0	2,412
	6	LMF	Tollway Towers	 	9,223	8,784	Cash	 	156,000	4,992
	7	Barclays	1 Solutions Parkway	 	0	Springing	 	 	0	2,600
	8	BSPRT	Cypress Financial Center	 	0	30,523	 	 	0	3,391
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	 	259,547	27,465	Cash	 	0	1,704
	10	Barclays	200 St. Paul Plaza	 	0	Springing	 	 	0	6,805
	11	Barclays	Attiva - Lewisville, TX	 	0	Springing	 	 	498,600	Springing
	12	SMC	Midgard Alabama Portfolio	 	28,828	2,939	Cash	 	0	2,401
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 	 	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 	 	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 	 	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 	 	 	 	 
	13	LMF	Gardner Plaza	 	9,138	1,741	Cash	 	0	1,151
	14	Barclays	924 Overland Court	 	0	Springing	 	 	2,463	2,463
	15	BSPRT	Seaport Homes	 	0	Springing	 	 	3,967	3,967
	16	KeyBank	My Self Storage Space - Fullerton	 	0	Springing	 	 	878	878
	17	SGFC	Bayshore Mixed Use	 	0	12,932	 	 	0	1,145
	18	Barclays	3Y	 	0	Springing	 	 	0	1,581
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	 	8,339	3,971	Cash	 	0	4,040
	19.01	LMF	Gary Tech	 	 	 	 	 	 	 
	19.02	LMF	Remington 	 	 	 	 	 	 	 
	19.03	LMF	Deerpath	 	 	 	 	 	 	 
	19.04	LMF	Messner 	 	 	 	 	 	 	 
	19.05	LMF	Janke	 	 	 	 	 	 	 
	19.06	LMF	Saunders	 	 	 	 	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	 	0	Springing	 	 	3,184	3,184
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 	 	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 	 	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 	 	 	 	 
	21	LMF	JFP Properties MHC Portfolio	 	35,322	3,364	Cash	 	0	1,588
	21.01	LMF	Van Manor MHC	 	 	 	 	 	 	 
	21.02	LMF	Preston MHC	 	 	 	 	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 	 	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 	 	 	 	 
	22	KeyBank	APC Portfolio	 	0	Springing	 	 	80,913	1,349
	22.01	KeyBank	Round Rock	 	 	 	 	 	 	 
	22.02	KeyBank	South Mopac	 	 	 	 	 	 	 
	22.03	KeyBank	Loop 360	 	 	 	 	 	 	 
	23	Barclays	Melrose Apartments	 	0	Springing	 	 	0	Springing 
	24	SMC	Park Avenue MHP Portfolio	 	18,164	9,082	Cash	 	0	3,808
	24.01	SMC	Lakeview Terrace	 	 	 	 	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 	 	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 	 	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 	 	 	 	 
	24.05	SMC	Bannock MHC	 	 	 	 	 	 	 
	25	Barclays	2727 Iowa Street	 	0	Springing	 	 	8,500	1,063
	26	LMF	Hazle Marketplace	 	0	Springing	 	 	0	Springing
	27	KeyBank	Centennial Hills	 	0	Springing	 	 	57,156	Springing
	28	SGFC	Park Plaza	 	12,374	1,125	Cash	 	106,650	0
	29	Barclays	Alabama Georgia MHC Portfolio	 	51,704	3,977	Cash	 	0	4,237
	29.01	Barclays	Lakewood Estates	 	 	 	 	 	 	 
	29.02	Barclays	Sea Pines	 	 	 	 	 	 	 
	29.03	Barclays	Heritage Point	 	 	 	 	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 	 	 	 	 
	30	BSPRT	Chatham Crossing	 	3,033	1,517	Cash	 	0	1,430
	31	SGFC	Rowmark HQ	 	0	Springing	 	 	0	Springing
	32	LMF	De Portola Medical Office	 	1,524	508	Cash	 	0	419
	33	Barclays	Arnold Industrial Park	 	14,833	7,417	Cash	 	0	3,648
	34	LMF	126 Franklin Avenue	 	12,530	1,492	Cash	 	209,000	917
	35	KeyBank	Kleppe Greg Business Park	 	14,280	7,140	Cash	 	5,767	5,767
	36	KeyBank	Walgreens Portfolio	 	0	Springing	 	 	0	0
	36.01	KeyBank	Walgreens - Fall River	 	 	 	 	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 	 	 	 	 



 






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	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Counterparty of RE Tax Escrow LOC	Upfront Ins. Reserve	Monthly Ins. Reserve	Insurance Escrow Cash or LOC	Counterparty of Insurance Escrow LOC	Upfront CapEx Reserve	Monthly Capex Reserve
	37	Barclays	Holly Village	 	0	Springing	 	 	0	Springing
	38	LMF	Hibiscus Plaza	 	38,096	3,628	Cash	 	0	469
	39	LMF	Washington Street Storage Portfolio	 	2,000	953	Cash	 	0	1,526
	39.01	LMF	Meadville Storage	 	 	 	 	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 	 	 	 	 
	39.03	LMF	Cambria Storage	 	 	 	 	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	 	22,445	2,040	Cash	 	0	717
	41	LMF	Hampton Inn Arkadelphia	 	6,503	3,188	Cash	 	0	1/12 of 2% of Gross Income from Operations
	42	Barclays	Gardens Club Apartments	 	4,870	2,435	Cash	 	0	Springing
	43	SMC	McCarthy Ranch 	 	69,027	5,310	Cash	 	0	4,433
	44	KeyBank	Bear Creek Storage	 	6,678	782	Cash	 	0	0
	45	Barclays	Marbeya Business Park	 	23,193	1,933	Cash	 	0	1,605
	46	LMF	Allerand Retail Portfolio 2	 	13,624	1,854	Cash	 	0	404
	46.01	LMF	Rite Aid Gibbstown	 	 	 	 	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 	 	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 	 	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 	 	 	 	 
	47	LMF	57 4th Avenue 	 	788	375	Cash	 	0	80
	48	LMF	Plainfield Commons II	 	1,810	575	Cash	 	0	175
	49	SMC	Country Way Apartments	 	12,059	6,030	Cash	 	0	2,917
	50	Barclays	Amberwood Hills Apartments	 	6,002	3,001	Cash	 	0	2,500
	51	SMC	Storwise Self Storage Portfolio	 	1,931	966	Cash	 	0	519
	51.01	SMC	Black Canyon Storage	 	 	 	 	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 	 	 	 	 
	52	Barclays	Cornerstone Apartments	 	9,457	1,576	Cash	 	0	1,016
	53	Barclays	43500 Gen Mar Drive	 	0	Springing	 	 	0	378
	54	Barclays	Arcadia Cove Apartments	 	9,950	3,317	Cash	 	0	833
	55	LMF	Steaux-N-Geaux Storage	 	3,036	1,446	Cash	 	0	655
	56	LMF	Midtown Duplexes	 	5,952	1,889	Cash	 	0	625
	57	LMF	Oak Forest MHC	 	1,702	811	Cash	 	50,000	722



 


 






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	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	CapEx Reserve Cap	Capex Escrow Cash or LOC	Counterparty of Capex Escrow LOC	Upfront TI/LC Reserve	Monthly TI/LC Reserve	TI/LC Reserve Cap	TI/LC Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC
	1	SGFC	The Atlantic	217,498	 	 	130,672	604	 	Cash	 
	2	BSPRT	Saddleback Business Park	 	 	 	1,000,000	Springing	1,000,000	Cash	 
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	 	 	 	0	0	 	 	 
	3.01	Barclays; SGFC	MGM Grand	 	 	 	 	 	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 	 	 	 	 	 
	4	SMC	744 Bedford Avenue	 	 	 	0	2,100	126,000	 	 
	5	BSPRT	Crescent Gateway	90,903	 	 	2,200,000	Springing	2,000,000	Cash	 
	6	LMF	Tollway Towers	 	Cash	 	2,000,000	35,361	 	Cash	 
	7	Barclays	1 Solutions Parkway	 	 	 	0	13,000	 	 	 
	8	BSPRT	Cypress Financial Center	 	 	 	0	25,435	1,200,000	 	 
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	 	 	 	0	0	 	 	 
	10	Barclays	200 St. Paul Plaza	 	 	 	0	22,126	 	 	 
	11	Barclays	Attiva - Lewisville, TX	498,600	Cash	 	0	0	 	 	 
	12	SMC	Midgard Alabama Portfolio	 	 	 	0	0	 	 	 
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 	 	 	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 	 	 	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 	 	 	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 	 	 	 	 	 
	13	LMF	Gardner Plaza	55,258	 	 	650,000	5,180	 	Cash	 
	14	Barclays	924 Overland Court	 	Cash	 	16,418	16,418	1,200,000	Cash	 
	15	BSPRT	Seaport Homes	100,000	Cash	 	0	0	 	 	 
	16	KeyBank	My Self Storage Space - Fullerton	31,609	Cash	 	0	0	 	 	 
	17	SGFC	Bayshore Mixed Use	 	 	 	0	6,029	217,050	 	 
	18	Barclays	3Y	 	 	 	0	11,856	 	 	 
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	 	 	 	650,000	Springing	650,000	Cash	 
	19.01	LMF	Gary Tech	 	 	 	 	 	 	 	 
	19.02	LMF	Remington 	 	 	 	 	 	 	 	 
	19.03	LMF	Deerpath	 	 	 	 	 	 	 	 
	19.04	LMF	Messner 	 	 	 	 	 	 	 	 
	19.05	LMF	Janke	 	 	 	 	 	 	 	 
	19.06	LMF	Saunders	 	 	 	 	 	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	191,050	Cash	 	0	0	 	 	 
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 	 	 	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 	 	 	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 	 	 	 	 	 
	21	LMF	JFP Properties MHC Portfolio	 	 	 	0	0	 	 	 
	21.01	LMF	Van Manor MHC	 	 	 	 	 	 	 	 
	21.02	LMF	Preston MHC	 	 	 	 	 	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 	 	 	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 	 	 	 	 	 
	22	KeyBank	APC Portfolio	 	Cash	 	693,540	Springing	693,540	Cash	 
	22.01	KeyBank	Round Rock	 	 	 	 	 	 	 	 
	22.02	KeyBank	South Mopac	 	 	 	 	 	 	 	 
	22.03	KeyBank	Loop 360	 	 	 	 	 	 	 	 
	23	Barclays	Melrose Apartments	 	 	 	0	0	 	 	 
	24	SMC	Park Avenue MHP Portfolio	 	 	 	0	0	 	 	 
	24.01	SMC	Lakeview Terrace	 	 	 	 	 	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 	 	 	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 	 	 	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 	 	 	 	 	 
	24.05	SMC	Bannock MHC	 	 	 	 	 	 	 	 
	25	Barclays	2727 Iowa Street	 	Cash	 	425,000	Springing	425,000	Cash	 
	26	LMF	Hazle Marketplace	 	 	 	0	Springing	537,565	 	 
	27	KeyBank	Centennial Hills	 	Cash	 	1,157,294	Springing	1,157,294	Cash	 
	28	SGFC	Park Plaza	 	Cash	 	700,000	Springing	 	Cash	 
	29	Barclays	Alabama Georgia MHC Portfolio	 	 	 	0	0	 	 	 
	29.01	Barclays	Lakewood Estates	 	 	 	 	 	 	 	 
	29.02	Barclays	Sea Pines	 	 	 	 	 	 	 	 
	29.03	Barclays	Heritage Point	 	 	 	 	 	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 	 	 	 	 	 
	30	BSPRT	Chatham Crossing	52,000	 	 	300,000	Springing	300,000	Cash	 
	31	SGFC	Rowmark HQ	 	 	 	0	Springing	 	 	 
	32	LMF	De Portola Medical Office	 	 	 	0	2,093	 	 	 
	33	Barclays	Arnold Industrial Park	 	 	 	0	4,929	295,750	 	 
	34	LMF	126 Franklin Avenue	 	Cash	 	0	0	 	 	 
	35	KeyBank	Kleppe Greg Business Park	346,010	Cash	 	292,590	Springing	292,590	Cash	 
	36	KeyBank	Walgreens Portfolio	 	 	 	0	Springing	 	 	 
	36.01	KeyBank	Walgreens - Fall River	 	 	 	 	 	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 	 	 	 	 	 



 






    13 


     


    

 


 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	CapEx Reserve Cap	Capex Escrow Cash or LOC	Counterparty of Capex Escrow LOC	Upfront TI/LC Reserve	Monthly TI/LC Reserve	TI/LC Reserve Cap	TI/LC Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC
	37	Barclays	Holly Village	 	 	 	0	0	 	 	 
	38	LMF	Hibiscus Plaza	 	 	 	275,000	3,126	100,000	Cash	 
	39	LMF	Washington Street Storage Portfolio	 	 	 	0	0	 	 	 
	39.01	LMF	Meadville Storage	 	 	 	 	 	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 	 	 	 	 	 
	39.03	LMF	Cambria Storage	 	 	 	 	 	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	 	 	 	0	0	 	 	 
	41	LMF	Hampton Inn Arkadelphia	 	 	 	0	0	 	 	 
	42	Barclays	Gardens Club Apartments	 	 	 	0	0	 	 	 
	43	SMC	McCarthy Ranch 	300,000	 	 	500,000	16,625	1,000,000	Cash	 
	44	KeyBank	Bear Creek Storage	 	 	 	0	0	 	 	 
	45	Barclays	Marbeya Business Park	 	 	 	400,000	Springing	400,000	Cash	 
	46	LMF	Allerand Retail Portfolio 2	 	 	 	0	3,625	 	 	 
	46.01	LMF	Rite Aid Gibbstown	 	 	 	 	 	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 	 	 	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 	 	 	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 	 	 	 	 	 
	47	LMF	57 4th Avenue 	 	 	 	0	59	 	 	 
	48	LMF	Plainfield Commons II	10,520	 	 	150,000	Springing	25,043	Cash	 
	49	SMC	Country Way Apartments	 	 	 	0	0	 	 	 
	50	Barclays	Amberwood Hills Apartments	 	 	 	0	0	 	 	 
	51	SMC	Storwise Self Storage Portfolio	 	 	 	0	0	 	 	 
	51.01	SMC	Black Canyon Storage	 	 	 	 	 	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 	 	 	 	 	 
	52	Barclays	Cornerstone Apartments	 	 	 	0	0	 	 	 
	53	Barclays	43500 Gen Mar Drive	 	 	 	0	1,323	 	 	 
	54	Barclays	Arcadia Cove Apartments	 	 	 	0	0	 	 	 
	55	LMF	Steaux-N-Geaux Storage	23,594	 	 	0	0	 	 	 
	56	LMF	Midtown Duplexes	 	 	 	0	0	 	 	 
	57	LMF	Oak Forest MHC	 	Cash	 	0	0	 	 	 



 






    14 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Upfront Debt Service Reserve	Monthly Debt Service Reserve	Debt Service Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC
	1	SGFC	The Atlantic	1,781,405	0	Cash	 
	2	BSPRT	Saddleback Business Park	0	0	 	 
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	0	0	 	 
	3.01	Barclays; SGFC	MGM Grand	 	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 	 
	4	SMC	744 Bedford Avenue	0	0	 	 
	5	BSPRT	Crescent Gateway	0	0	 	 
	6	LMF	Tollway Towers	0	0	 	 
	7	Barclays	1 Solutions Parkway	0	0	 	 
	8	BSPRT	Cypress Financial Center	0	0	 	 
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	0	0	 	 
	10	Barclays	200 St. Paul Plaza	0	0	 	 
	11	Barclays	Attiva - Lewisville, TX	0	0	 	 
	12	SMC	Midgard Alabama Portfolio	0	0	 	 
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 	 
	13	LMF	Gardner Plaza	0	0	 	 
	14	Barclays	924 Overland Court	0	0	 	 
	15	BSPRT	Seaport Homes	0	0	 	 
	16	KeyBank	My Self Storage Space - Fullerton	0	0	 	 
	17	SGFC	Bayshore Mixed Use	0	0	 	 
	18	Barclays	3Y	0	0	 	 
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	0	0	 	 
	19.01	LMF	Gary Tech	 	 	 	 
	19.02	LMF	Remington 	 	 	 	 
	19.03	LMF	Deerpath	 	 	 	 
	19.04	LMF	Messner 	 	 	 	 
	19.05	LMF	Janke	 	 	 	 
	19.06	LMF	Saunders	 	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	0	0	 	 
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 	 
	21	LMF	JFP Properties MHC Portfolio	0	0	 	 
	21.01	LMF	Van Manor MHC	 	 	 	 
	21.02	LMF	Preston MHC	 	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 	 
	22	KeyBank	APC Portfolio	0	0	 	 
	22.01	KeyBank	Round Rock	 	 	 	 
	22.02	KeyBank	South Mopac	 	 	 	 
	22.03	KeyBank	Loop 360	 	 	 	 
	23	Barclays	Melrose Apartments	118,147	0	Cash	 
	24	SMC	Park Avenue MHP Portfolio	0	0	 	 
	24.01	SMC	Lakeview Terrace	 	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 	 
	24.05	SMC	Bannock MHC	 	 	 	 
	25	Barclays	2727 Iowa Street	0	0	 	 
	26	LMF	Hazle Marketplace	0	0	 	 
	27	KeyBank	Centennial Hills	0	0	 	 
	28	SGFC	Park Plaza	0	0	 	 
	29	Barclays	Alabama Georgia MHC Portfolio	549,201	0	Cash	 
	29.01	Barclays	Lakewood Estates	 	 	 	 
	29.02	Barclays	Sea Pines	 	 	 	 
	29.03	Barclays	Heritage Point	 	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 	 
	30	BSPRT	Chatham Crossing	0	0	 	 
	31	SGFC	Rowmark HQ	0	0	 	 
	32	LMF	De Portola Medical Office	0	0	 	 
	33	Barclays	Arnold Industrial Park	0	0	 	 
	34	LMF	126 Franklin Avenue	0	0	 	 
	35	KeyBank	Kleppe Greg Business Park	0	0	 	 
	36	KeyBank	Walgreens Portfolio	0	0	 	 
	36.01	KeyBank	Walgreens - Fall River	 	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 	 



 






    15 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Upfront Debt Service Reserve	Monthly Debt Service Reserve	Debt Service Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC
	37	Barclays	Holly Village	0	0	 	 
	38	LMF	Hibiscus Plaza	0	0	 	 
	39	LMF	Washington Street Storage Portfolio	0	0	 	 
	39.01	LMF	Meadville Storage	 	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 	 
	39.03	LMF	Cambria Storage	 	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	0	0	 	 
	41	LMF	Hampton Inn Arkadelphia	0	0	 	 
	42	Barclays	Gardens Club Apartments	0	0	 	 
	43	SMC	McCarthy Ranch 	0	0	 	 
	44	KeyBank	Bear Creek Storage	0	0	 	 
	45	Barclays	Marbeya Business Park	47,678	0	Cash	 
	46	LMF	Allerand Retail Portfolio 2	0	0	 	 
	46.01	LMF	Rite Aid Gibbstown	 	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 	 
	47	LMF	57 4th Avenue 	0	0	 	 
	48	LMF	Plainfield Commons II	0	0	 	 
	49	SMC	Country Way Apartments	0	0	 	 
	50	Barclays	Amberwood Hills Apartments	46,290	0	Cash	 
	51	SMC	Storwise Self Storage Portfolio	0	0	 	 
	51.01	SMC	Black Canyon Storage	 	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 	 
	52	Barclays	Cornerstone Apartments	0	0	 	 
	53	Barclays	43500 Gen Mar Drive	0	0	 	 
	54	Barclays	Arcadia Cove Apartments	165,000	0	Cash	 
	55	LMF	Steaux-N-Geaux Storage	0	0	 	 
	56	LMF	Midtown Duplexes	0	0	 	 
	57	LMF	Oak Forest MHC	11,570	0	Cash	 



 






    16 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Upfront Other Description	Upfront Other Reserve	Other Monthly Description
	1	SGFC	The Atlantic	Free Rent Reserve	27,731	 
	2	BSPRT	Saddleback Business Park	Unfunded Obligations Reserve: 28,584; Free Rent Reserve: 6,108	34,692	 
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	 	0	 
	3.01	Barclays; SGFC	MGM Grand	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 
	4	SMC	744 Bedford Avenue	Partial Free Rent Holdback	120,000	 
	5	BSPRT	Crescent Gateway	Unfunded Obligations Reserve: 1,568,482; Free Rent Reserve: 460,197	2,028,679	 
	6	LMF	Tollway Towers	Free Rent Reserve: 105,252.48; Outstanding TI/LC Reserve: 61,411.55	166,664	 
	7	Barclays	1 Solutions Parkway	 	0	 
	8	BSPRT	Cypress Financial Center	Unfunded Obligations Reserve: 5,110,614.27; Gap Rent Reserve: 1,125,960.87; Free Rent Reserve: 1,071,371.15	7,307,946	 
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	 	0	 
	10	Barclays	200 St. Paul Plaza	Attorney General Lease Reserve	65,000	 
	11	Barclays	Attiva - Lewisville, TX	 	0	 
	12	SMC	Midgard Alabama Portfolio	 	0	 
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 
	13	LMF	Gardner Plaza	Shell Space TI/LC Reserve: 250,000; Unfunded TI/LC Reserve: 137,800; Free Rent Reserve: 133,455	521,255	 
	14	Barclays	924 Overland Court	 	0	 
	15	BSPRT	Seaport Homes	 	0	 
	16	KeyBank	My Self Storage Space - Fullerton	 	0	 
	17	SGFC	Bayshore Mixed Use	Master Lease Rent Reserve	50,000	 
	18	Barclays	3Y	Outstanding TI Reserve	97,453	 
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	Free Rent - By Your Side: 25,594.67; TI - Best Dedicated: 57,808	83,403	 
	19.01	LMF	Gary Tech	 	 	 
	19.02	LMF	Remington 	 	 	 
	19.03	LMF	Deerpath	 	 	 
	19.04	LMF	Messner 	 	 	 
	19.05	LMF	Janke	 	 	 
	19.06	LMF	Saunders	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	 	0	 
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 
	21	LMF	JFP Properties MHC Portfolio	 	0	 
	21.01	LMF	Van Manor MHC	 	 	 
	21.02	LMF	Preston MHC	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 
	22	KeyBank	APC Portfolio	 	0	 
	22.01	KeyBank	Round Rock	 	 	 
	22.02	KeyBank	South Mopac	 	 	 
	22.03	KeyBank	Loop 360	 	 	 
	23	Barclays	Melrose Apartments	 	0	 
	24	SMC	Park Avenue MHP Portfolio	Prepaid Rent: 63,200; Submeter Installation Holdback Reserve: 34,687 	97,887	 
	24.01	SMC	Lakeview Terrace	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 
	24.05	SMC	Bannock MHC	 	 	 
	25	Barclays	2727 Iowa Street	 	0	Anchor Tenant Reserve
	26	LMF	Hazle Marketplace	 	0	 
	27	KeyBank	Centennial Hills	 	0	 
	28	SGFC	Park Plaza	Loma Linda University Healthcare Expansion Reserve	397,814	Special Rollover Reserve
	29	Barclays	Alabama Georgia MHC Portfolio	Flood Zone Reserve	75,000	Flood Zone Reserve
	29.01	Barclays	Lakewood Estates	 	 	 
	29.02	Barclays	Sea Pines	 	 	 
	29.03	Barclays	Heritage Point	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 
	30	BSPRT	Chatham Crossing	Lowes Foods TI Reserve	400,000	 
	31	SGFC	Rowmark HQ	 	0	Special Rollover Reserve
	32	LMF	De Portola Medical Office	Free Rent Reserve	205,565	 
	33	Barclays	Arnold Industrial Park	 	0	 
	34	LMF	126 Franklin Avenue	 	0	 
	35	KeyBank	Kleppe Greg Business Park	 	0	 
	36	KeyBank	Walgreens Portfolio	 	0	 
	36.01	KeyBank	Walgreens - Fall River	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 



 






    17 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Upfront Other Description	Upfront Other Reserve	Other Monthly Description
	37	Barclays	Holly Village	 	0	 
	38	LMF	Hibiscus Plaza	Dairy Queen - TI Reserve: 300,000; Dairy Queen - LC Reserve: 30,650; Dollar Tree - Free Rent: 96,500	427,150	 
	39	LMF	Washington Street Storage Portfolio	 	0	 
	39.01	LMF	Meadville Storage	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 
	39.03	LMF	Cambria Storage	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	 	0	 
	41	LMF	Hampton Inn Arkadelphia	PIP Reserve	90,000	 
	42	Barclays	Gardens Club Apartments	 	0	HOA Assessment Reserve
	43	SMC	McCarthy Ranch 	PetSmart Reserve: 4,000,000; Bao Bao Reserve: 83,976	4,083,976	 
	44	KeyBank	Bear Creek Storage	 	0	 
	45	Barclays	Marbeya Business Park	Cash Collateral Reserve: 400,000; Existing TI Reserve: 15,750; Free Rent Reserve: 14,468.34	430,218	 
	46	LMF	Allerand Retail Portfolio 2	 	0	 
	46.01	LMF	Rite Aid Gibbstown	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 
	47	LMF	57 4th Avenue 	 	0	 
	48	LMF	Plainfield Commons II	Unfunded TI/LC: 140,000; Free Rent: 25,000	165,000	 
	49	SMC	Country Way Apartments	SBA Holdback Funds	50,000	 
	50	Barclays	Amberwood Hills Apartments	 	0	 
	51	SMC	Storwise Self Storage Portfolio	 	0	 
	51.01	SMC	Black Canyon Storage	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 
	52	Barclays	Cornerstone Apartments	Tuck-Under Parking Retrofit Reserve	150,000	 
	53	Barclays	43500 Gen Mar Drive	 	0	 
	54	Barclays	Arcadia Cove Apartments	 	0	 
	55	LMF	Steaux-N-Geaux Storage	 	0	 
	56	LMF	Midtown Duplexes	 	0	 
	57	LMF	Oak Forest MHC	 	0	 



 






    18 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Monthly Other Reserve	Other Reserve Cap	Other Reserve Cash or LOC	Counterparty of Other Escrow LOC	Holdback Amt	Description of LOC	Letter of Credit	Lockbox Type
	1	SGFC	The Atlantic	0	 	Cash	 	NAP	NAP	No	Soft (Residential); Hard (Commercial)
	2	BSPRT	Saddleback Business Park	0	 	Cash	 	NAP	NAP	No	Hard
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	0	 	 	 	NAP	NAP	No	Hard
	3.01	Barclays; SGFC	MGM Grand	 	 	 	 	 	 	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 	 	 	 	 	 	 
	4	SMC	744 Bedford Avenue	0	 	Cash	 	NAP	NAP	No	Springing
	5	BSPRT	Crescent Gateway	0	 	Cash	 	NAP	NAP	No	Hard
	6	LMF	Tollway Towers	0	 	Cash	 	NAP	NAP	No	Springing
	7	Barclays	1 Solutions Parkway	0	 	 	 	NAP	NAP	No	Hard
	8	BSPRT	Cypress Financial Center	0	 	Cash 	 	NAP	NAP	No	Hard
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	0	 	 	 	NAP	NAP	No	Springing
	10	Barclays	200 St. Paul Plaza	0	 	Cash	 	NAP	NAP	No	Hard
	11	Barclays	Attiva - Lewisville, TX	0	 	 	 	NAP	NAP	No	Soft
	12	SMC	Midgard Alabama Portfolio	0	 	 	 	NAP	NAP	No	Springing
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 	 	 	 	 	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 	 	 	 	 	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 	 	 	 	 	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 	 	 	 	 	 	 
	13	LMF	Gardner Plaza	0	 	Cash	 	NAP	NAP	No	Springing
	14	Barclays	924 Overland Court	0	 	 	 	NAP	NAP	No	Hard
	15	BSPRT	Seaport Homes	0	 	 	 	NAP	NAP	No	Springing
	16	KeyBank	My Self Storage Space - Fullerton	0	 	 	 	NAP	NAP	No	Springing
	17	SGFC	Bayshore Mixed Use	0	 	Cash	 	NAP	NAP	No	Soft (Residential); Hard (Commercial)
	18	Barclays	3Y	0	 	Cash	 	NAP	NAP	No	Hard
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	0	 	Cash	 	NAP	NAP	No	Springing
	19.01	LMF	Gary Tech	 	 	 	 	 	 	 	 
	19.02	LMF	Remington 	 	 	 	 	 	 	 	 
	19.03	LMF	Deerpath	 	 	 	 	 	 	 	 
	19.04	LMF	Messner 	 	 	 	 	 	 	 	 
	19.05	LMF	Janke	 	 	 	 	 	 	 	 
	19.06	LMF	Saunders	 	 	 	 	 	 	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	0	 	 	 	NAP	NAP	No	Springing
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 	 	 	 	 	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 	 	 	 	 	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 	 	 	 	 	 	 
	21	LMF	JFP Properties MHC Portfolio	0	 	 	 	NAP	NAP	No	Soft
	21.01	LMF	Van Manor MHC	 	 	 	 	 	 	 	 
	21.02	LMF	Preston MHC	 	 	 	 	 	 	 	 
	21.03	LMF	Holiday Villas MHC	 	 	 	 	 	 	 	 
	21.04	LMF	Red Dot RV/MHC	 	 	 	 	 	 	 	 
	22	KeyBank	APC Portfolio	0	 	 	 	NAP	NAP	No	Hard
	22.01	KeyBank	Round Rock	 	 	 	 	 	 	 	 
	22.02	KeyBank	South Mopac	 	 	 	 	 	 	 	 
	22.03	KeyBank	Loop 360	 	 	 	 	 	 	 	 
	23	Barclays	Melrose Apartments	0	 	 	 	NAP	NAP	No	Springing
	24	SMC	Park Avenue MHP Portfolio	0	 	Cash	 	NAP	NAP	No	Springing
	24.01	SMC	Lakeview Terrace	 	 	 	 	 	 	 	 
	24.02	SMC	Breeze Lake MHP	 	 	 	 	 	 	 	 
	24.03	SMC	Desert Oasis MHP	 	 	 	 	 	 	 	 
	24.04	SMC	Sunset Palms MHP	 	 	 	 	 	 	 	 
	24.05	SMC	Bannock MHC	 	 	 	 	 	 	 	 
	25	Barclays	2727 Iowa Street	Springing	 	 	 	NAP	NAP	No	Hard
	26	LMF	Hazle Marketplace	0	 	 	 	NAP	NAP	No	Springing
	27	KeyBank	Centennial Hills	0	 	 	 	NAP	NAP	No	Hard
	28	SGFC	Park Plaza	Springing 	 	Cash	 	NAP	NAP	No	Hard
	29	Barclays	Alabama Georgia MHC Portfolio	Springing	75,000	Cash	 	NAP	NAP	No	Springing
	29.01	Barclays	Lakewood Estates	 	 	 	 	 	 	 	 
	29.02	Barclays	Sea Pines	 	 	 	 	 	 	 	 
	29.03	Barclays	Heritage Point	 	 	 	 	 	 	 	 
	29.04	Barclays	Plantation Acres	 	 	 	 	 	 	 	 
	30	BSPRT	Chatham Crossing	0	 	Cash	 	NAP	NAP	No	Springing
	31	SGFC	Rowmark HQ	Springing 	 	 	 	NAP	NAP	No	Hard
	32	LMF	De Portola Medical Office	0	 	Cash	 	NAP	NAP	No	Springing
	33	Barclays	Arnold Industrial Park	0	 	 	 	NAP	NAP	No	Springing
	34	LMF	126 Franklin Avenue	0	 	 	 	NAP	NAP	No	Springing
	35	KeyBank	Kleppe Greg Business Park	0	 	 	 	NAP	NAP	No	Springing
	36	KeyBank	Walgreens Portfolio	0	 	 	 	NAP	NAP	No	Springing
	36.01	KeyBank	Walgreens - Fall River	 	 	 	 	 	 	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 	 	 	 	 	 	 



 






    19 


     


    

 


 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Monthly Other Reserve	Other Reserve Cap	Other Reserve Cash or LOC	Counterparty of Other Escrow LOC	Holdback Amt	Description of LOC	Letter of Credit	Lockbox Type
	37	Barclays	Holly Village	0	 	 	 	NAP	NAP	No	Springing
	38	LMF	Hibiscus Plaza	0	 	Cash	 	NAP	NAP	No	Springing
	39	LMF	Washington Street Storage Portfolio	0	 	 	 	NAP	NAP	No	Springing
	39.01	LMF	Meadville Storage	 	 	 	 	 	 	 	 
	39.02	LMF	Johnstown Storage	 	 	 	 	 	 	 	 
	39.03	LMF	Cambria Storage	 	 	 	 	 	 	 	 
	40	SMC	Sunshine Self Storage Pensacola	0	 	 	 	NAP	NAP	No	Springing
	41	LMF	Hampton Inn Arkadelphia	0	 	Cash	 	NAP	NAP	No	Springing
	42	Barclays	Gardens Club Apartments	Springing	 	 	 	NAP	NAP	No	Springing
	43	SMC	McCarthy Ranch 	0	 	Cash	 	NAP	NAP	No	Hard
	44	KeyBank	Bear Creek Storage	0	 	 	 	NAP	NAP	No	None
	45	Barclays	Marbeya Business Park	0	 	Cash	 	NAP	NAP	No	Hard
	46	LMF	Allerand Retail Portfolio 2	0	 	 	 	NAP	NAP	No	Springing
	46.01	LMF	Rite Aid Gibbstown	 	 	 	 	 	 	 	 
	46.02	LMF	Family Dollar Southfield	 	 	 	 	 	 	 	 
	46.03	LMF	Family Dollar Norfolk	 	 	 	 	 	 	 	 
	46.04	LMF	Family Dollar Memphis	 	 	 	 	 	 	 	 
	47	LMF	57 4th Avenue 	0	 	 	 	NAP	NAP	No	Springing
	48	LMF	Plainfield Commons II	0	 	Cash	 	NAP	NAP	No	Springing
	49	SMC	Country Way Apartments	0	 	Cash	 	NAP	NAP	No	Springing
	50	Barclays	Amberwood Hills Apartments	0	 	 	 	NAP	NAP	No	Soft
	51	SMC	Storwise Self Storage Portfolio	0	 	 	 	NAP	NAP	No	Springing
	51.01	SMC	Black Canyon Storage	 	 	 	 	 	 	 	 
	51.02	SMC	Rimrock Self Storage	 	 	 	 	 	 	 	 
	52	Barclays	Cornerstone Apartments	0	 	Cash	 	NAP	NAP	No	Springing
	53	Barclays	43500 Gen Mar Drive	0	 	 	 	NAP	NAP	No	Hard
	54	Barclays	Arcadia Cove Apartments	0	 	 	 	NAP	NAP	No	Springing
	55	LMF	Steaux-N-Geaux Storage	0	 	 	 	NAP	NAP	No	Springing
	56	LMF	Midtown Duplexes	0	 	 	 	NAP	NAP	No	Springing
	57	LMF	Oak Forest MHC	0	 	 	 	NAP	NAP	No	Springing



 






    20 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 



 


	Sequence #	Seller	Property Name	Borrower Name
	1	SGFC	The Atlantic	Post 260 Property Owner, LLC, PL Garage Partners, L.P.
	2	BSPRT	Saddleback Business Park	Laguna Cabot Road Business Park LP
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	MGM Grand PropCo, LLC, Mandalay PropCo, LLC
	3.01	Barclays; SGFC	MGM Grand	 
	3.02	Barclays; SGFC	Mandalay Bay	 
	4	SMC	744 Bedford Avenue	Bedford EMR Holdings, LLC
	5	BSPRT	Crescent Gateway	Bradley Arlington, LLC
	6	LMF	Tollway Towers	Tollway Tower Investors, LLC
	7	Barclays	1 Solutions Parkway	QSL Property LLC
	8	BSPRT	Cypress Financial Center	CFC Offices, LLC
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	First Allied Development Partners Limited Partnership
	10	Barclays	200 St. Paul Plaza	Sea N Blue, LLC
	11	Barclays	Attiva - Lewisville, TX	LSC-Lewisville 55 Plus, DST
	12	SMC	Midgard Alabama Portfolio	Midgard Self Storage Chisholm Rd, LLC, Midgard Self Storage Mall Dr, LLC, Midgard Self Storage Cox Blvd, LLC, Midgard Self Storage Athens, LLC
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 
	13	LMF	Gardner Plaza	GNPH Holdings, LLC
	14	Barclays	924 Overland Court	NGCRE Investment XI, LLC
	15	BSPRT	Seaport Homes	PV East Properties, L.P.
	16	KeyBank	My Self Storage Space - Fullerton	SC 201 Balcom, LP
	17	SGFC	Bayshore Mixed Use	Bay Shore Main & 4th LLC
	18	Barclays	3Y	Somera Road - 300 Wyandotte Street, LLC
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	1300 Remington RE Holdings LLC, 191 RE Holdings LLC, 281 Messner RE Holdings LLC, 1852 Janke RE Holdings LLC, Saunders Woods Holdings LLC, Deerpath RE Holdings LLC
	19.01	LMF	Gary Tech	 
	19.02	LMF	Remington 	 
	19.03	LMF	Deerpath	 
	19.04	LMF	Messner 	 
	19.05	LMF	Janke	 
	19.06	LMF	Saunders	 
	20	KeyBank	Ameriguard Self Storage Portfolio	Ameriguard Swartz Creek, LLC, Ameriguard Grand Blanc, LLC, Ameriguard Fenton, LLC
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 
	21	LMF	JFP Properties MHC Portfolio	Tortoise Leisure Company, Utopia Residential Communities, Inc., Preston Manufactured Housing Community, LP, Holiday Villas Manufactured Housing Community, LLC
	21.01	LMF	Van Manor MHC	 
	21.02	LMF	Preston MHC	 
	21.03	LMF	Holiday Villas MHC	 
	21.04	LMF	Red Dot RV/MHC	 
	22	KeyBank	APC Portfolio	KB Essential Healthcare 36, DST
	22.01	KeyBank	Round Rock	 
	22.02	KeyBank	South Mopac	 
	22.03	KeyBank	Loop 360	 
	23	Barclays	Melrose Apartments	4444 7th Avenue, LLC
	24	SMC	Park Avenue MHP Portfolio	Bannock MHP, LLC, Breeze Lake, LLC, Sunset Palms MHP, LLC, Desert Oasis MHP, LLC, Lakeview Terrace, LLC
	24.01	SMC	Lakeview Terrace	 
	24.02	SMC	Breeze Lake MHP	 
	24.03	SMC	Desert Oasis MHP	 
	24.04	SMC	Sunset Palms MHP	 
	24.05	SMC	Bannock MHC	 
	25	Barclays	2727 Iowa Street	2727 Iowa Street Center LLC
	26	LMF	Hazle Marketplace	THF Hazleton Development, L.P.
	27	KeyBank	Centennial Hills	KB Essential Healthcare 38, DST
	28	SGFC	Park Plaza	KB Park Plaza, DST
	29	Barclays	Alabama Georgia MHC Portfolio	Tenacious 4 L.L.C.
	29.01	Barclays	Lakewood Estates	 
	29.02	Barclays	Sea Pines	 
	29.03	Barclays	Heritage Point	 
	29.04	Barclays	Plantation Acres	 
	30	BSPRT	Chatham Crossing	Chatham Crossing Retail, LLC
	31	SGFC	Rowmark HQ	AGNL Engrave, L.L.C.
	32	LMF	De Portola Medical Office	TV Phase One, LLC
	33	Barclays	Arnold Industrial Park	Arnold Industrial Park, LLC
	34	LMF	126 Franklin Avenue	126 Franklin Avenue, LLC
	35	KeyBank	Kleppe Greg Business Park	AAM - Kleppe Greg, LLC
	36	KeyBank	Walgreens Portfolio	LR Prairie Du Chien LLC, LR Fall River LLC
	36.01	KeyBank	Walgreens - Fall River	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 



 


 






    21 


     


    

 


 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 



 


	Sequence #	Seller	Property Name	Borrower Name
	37	Barclays	Holly Village	O.L.G., Land Inc.
	38	LMF	Hibiscus Plaza	Avenue Hibiscus, LLC, Grouper Wadsworth, LLC
	39	LMF	Washington Street Storage Portfolio	Washington Street Cambria LLC, Washington Street Johnstown LLC, Washington Street Meadville LLC
	39.01	LMF	Meadville Storage	 
	39.02	LMF	Johnstown Storage	 
	39.03	LMF	Cambria Storage	 
	40	SMC	Sunshine Self Storage Pensacola	NCI Pensacola, LLC
	41	LMF	Hampton Inn Arkadelphia	VMN Arkadelphia, LLC
	42	Barclays	Gardens Club Apartments	MIGA Townhomes LLC
	43	SMC	McCarthy Ranch 	TMS McCarthy LP
	44	KeyBank	Bear Creek Storage	Beaumont/Gossett, L.P.
	45	Barclays	Marbeya Business Park	Pacific Peninsula Limited-Liability Co.
	46	LMF	Allerand Retail Portfolio 2	WEC 98D-9 LLC, WEC 98D-10 LLC, WEC 98D-20 LLC and RX Memphis Investors, L.L.C.
	46.01	LMF	Rite Aid Gibbstown	 
	46.02	LMF	Family Dollar Southfield	 
	46.03	LMF	Family Dollar Norfolk	 
	46.04	LMF	Family Dollar Memphis	 
	47	LMF	57 4th Avenue 	57 4th Ave. LLC
	48	LMF	Plainfield Commons II	Plainfield Commons USA LLC
	49	SMC	Country Way Apartments	Country Way Townhomes LLC
	50	Barclays	Amberwood Hills Apartments	Amberwood Hills Apts, LLC
	51	SMC	Storwise Self Storage Portfolio	Storwise Rimrock LLC, Storwise Black Canyon LLC
	51.01	SMC	Black Canyon Storage	 
	51.02	SMC	Rimrock Self Storage	 
	52	Barclays	Cornerstone Apartments	Cornerstone Associates L.L.C.
	53	Barclays	43500 Gen Mar Drive	Gen Mar Drive Partners, LLC
	54	Barclays	Arcadia Cove Apartments	Clockwork PH3 LLC
	55	LMF	Steaux-N-Geaux Storage	Gonzales Storage, LLC
	56	LMF	Midtown Duplexes	Brownsville Holdings 1 LLC
	57	LMF	Oak Forest MHC	Evergreen Oak Forest MHP LLC



 






    22 


     


    

 


	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Sponsor	Servicing Fee Rate
	1	SGFC	The Atlantic	Matthew Pestronk, Michael Pestronk	0.00250%
	2	BSPRT	Saddleback Business Park	DT GRAT LM, LLC	0.00250%
	3	Barclays; SGFC	MGM Grand & Mandalay Bay	BREIT Operating Partnership L.P., MGM Growth Properties Operating Partnership LP	0.00188%
	3.01	Barclays; SGFC	MGM Grand	 	 
	3.02	Barclays; SGFC	Mandalay Bay	 	 
	4	SMC	744 Bedford Avenue	Mendel Roth	0.00250%
	5	BSPRT	Crescent Gateway	Gregory Fernebok, Robert Scheer	0.00250%
	6	LMF	Tollway Towers	Paul D. Larson, Larson Capital Fund VI, LLC	0.00250%
	7	Barclays	1 Solutions Parkway	USRA Net Lease III Capital Corp.	0.00250%
	8	BSPRT	Cypress Financial Center	Z. Paul Akian, Sonia Akian	0.00250%
	9	LMF	Tampa Bay Buccaneers Corporate Office Headquarters	Portsmouth Realty Corporation	0.00250%
	10	Barclays	200 St. Paul Plaza	See Annex A-1 footnotes for further details	0.00250%
	11	Barclays	Attiva - Lewisville, TX	Joseph Fox; Livingston Street Capital, LLC; Livingston Street Depositor Holdings I, LLC; Pietro V. Scola	0.00250%
	12	SMC	Midgard Alabama Portfolio	Lewis G. Pollack, Todd M. Allen	0.00250%
	12.01	SMC	Midgard Self-Storage Cloverleaf Drive	 	 
	12.02	SMC	Midgard Self-Storage Mall Drive	 	 
	12.03	SMC	Midgard Self-Storage Cox Boulevard	 	 
	12.04	SMC	Midgard Self-Storage Chisholm Road	 	 
	13	LMF	Gardner Plaza	Daniel J. Gardner, William E. Gardner, DJG 2016 Trust, William E. Gardner 2012 Revocable Trust, DHG Family Trust U/A/D 4/22/2016	0.00250%
	14	Barclays	924 Overland Court	Wei Liu, Kefei Wang	0.04250%
	15	BSPRT	Seaport Homes	Laisin Leung	0.00250%
	16	KeyBank	My Self Storage Space - Fullerton	Mark L. Conzelman, M. Paul Conzelman	0.01125%
	17	SGFC	Bayshore Mixed Use	Michael Butler	0.00250%
	18	Barclays	3Y	Ian Ross	0.03250%
	19	LMF	Kovacs Illinois Flex, Industrial & Office Portfolio	Andor Kovacs	0.00250%
	19.01	LMF	Gary Tech	 	 
	19.02	LMF	Remington 	 	 
	19.03	LMF	Deerpath	 	 
	19.04	LMF	Messner 	 	 
	19.05	LMF	Janke	 	 
	19.06	LMF	Saunders	 	 
	20	KeyBank	Ameriguard Self Storage Portfolio	Randall A. Haney, Carol L. Haney	0.01125%
	20.01	KeyBank	Ameriguard Ministorage - Swartz Creek	 	 
	20.02	KeyBank	Ameriguard Ministorage - Burton	 	 
	20.03	KeyBank	Ameriguard Ministorage - Fenton	 	 
	21	LMF	JFP Properties MHC Portfolio	George R. Jarkesy, Jr.	0.00250%
	21.01	LMF	Van Manor MHC	 	 
	21.02	LMF	Preston MHC	 	 
	21.03	LMF	Holiday Villas MHC	 	 
	21.04	LMF	Red Dot RV/MHC	 	 
	22	KeyBank	APC Portfolio	Jeff Pori	0.01125%
	22.01	KeyBank	Round Rock	 	 
	22.02	KeyBank	South Mopac	 	 
	22.03	KeyBank	Loop 360	 	 
	23	Barclays	Melrose Apartments	Pinkal Jogani	0.05125%
	24	SMC	Park Avenue MHP Portfolio	Park Avenue Partners Fund 1, LLC	0.00250%
	24.01	SMC	Lakeview Terrace	 	 
	24.02	SMC	Breeze Lake MHP	 	 
	24.03	SMC	Desert Oasis MHP	 	 
	24.04	SMC	Sunset Palms MHP	 	 
	24.05	SMC	Bannock MHC	 	 
	25	Barclays	2727 Iowa Street	John L. Rubenstein	0.00250%
	26	LMF	Hazle Marketplace	E. Stanley Kroenke	0.00250%
	27	KeyBank	Centennial Hills	Jeff Pori	0.01125%
	28	SGFC	Park Plaza	Jeff Pori	0.00250%
	29	Barclays	Alabama Georgia MHC Portfolio	John S. Ray	0.00250%
	29.01	Barclays	Lakewood Estates	 	 
	29.02	Barclays	Sea Pines	 	 
	29.03	Barclays	Heritage Point	 	 
	29.04	Barclays	Plantation Acres	 	 
	30	BSPRT	Chatham Crossing	Robert M. Stanton, George H. Metzger	0.06125%
	31	SGFC	Rowmark HQ	AG Net Lease IV Corp., AG Net Lease IV (Q) Corp., AG Net Lease Realty Fund IV Investments (H-1), L.P.	0.00250%
	32	LMF	De Portola Medical Office	Burley M. Wright	0.00250%
	33	Barclays	Arnold Industrial Park	Andrea A. Jeppesen, Tara Williams	0.00250%
	34	LMF	126 Franklin Avenue	David A. Roth, David Dabakarov	0.00250%
	35	KeyBank	Kleppe Greg Business Park	Steven B. Anenberg, Trustee of the Steven B. Anenberg Irrevocable Trust dated November 28, 2011	0.01125%
	36	KeyBank	Walgreens Portfolio	Howard Ruskin, Marilyn Lustbader	0.01125%
	36.01	KeyBank	Walgreens - Fall River	 	 
	36.02	KeyBank	Walgreens - Prairie du Chien	 	 



 






    23 


     


    

	BBCMS Mortgage Trust 2021-C9
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 



 


	Sequence #	Seller	Property Name	Sponsor	Servicing Fee Rate
	37	Barclays	Holly Village	Theresa Baronci, Ugo Galleazzi, Teresa Galleazzi	0.00250%
	38	LMF	Hibiscus Plaza	Aaron Butler, Scott Silver	0.00250%
	39	LMF	Washington Street Storage Portfolio	Jonathan Salinas, Washington Street Investment Partners LLC	0.00250%
	39.01	LMF	Meadville Storage	 	 
	39.02	LMF	Johnstown Storage	 	 
	39.03	LMF	Cambria Storage	 	 
	40	SMC	Sunshine Self Storage Pensacola	The Howell Marital Trust created by the Amended and Restated Howell Family Living Trust under agreement executed on September 22, 2010	0.00250%
	41	LMF	Hampton Inn Arkadelphia	Mayank B. Patel	0.00250%
	42	Barclays	Gardens Club Apartments	Abraham Cherem, Alexis Elias	0.00250%
	43	SMC	McCarthy Ranch 	MPI Realty Corp., Bonseph Holdings Limited, Eliahu Swirsky, Shlomo Cohen	0.00375%
	44	KeyBank	Bear Creek Storage	John M. Gossett	0.01125%
	45	Barclays	Marbeya Business Park	Pacific Peninsula LLC	0.00250%
	46	LMF	Allerand Retail Portfolio 2	Richard J. Sabella	0.00250%
	46.01	LMF	Rite Aid Gibbstown	 	 
	46.02	LMF	Family Dollar Southfield	 	 
	46.03	LMF	Family Dollar Norfolk	 	 
	46.04	LMF	Family Dollar Memphis	 	 
	47	LMF	57 4th Avenue 	Abe Richard Cohen	0.00250%
	48	LMF	Plainfield Commons II	Isidoro Attie Laniado, Jose Chacalo Hilu, Elias Husni Hanono	0.00250%
	49	SMC	Country Way Apartments	Shalom Bellulo, Tzvi Ciner	0.00250%
	50	Barclays	Amberwood Hills Apartments	Duamel Vellon, Myron McNeil, Edward Modzel	0.00250%
	51	SMC	Storwise Self Storage Portfolio	Chad Haggar, Anna Volkoff, Scott J. Warner	0.00250%
	51.01	SMC	Black Canyon Storage	 	 
	51.02	SMC	Rimrock Self Storage	 	 
	52	Barclays	Cornerstone Apartments	Baldassare Raymond Russo IV, Linda R. Russo, Jeanne Sommerville	0.00250%
	53	Barclays	43500 Gen Mar Drive	Eliahou S. Zami, Kenneth N. Cohen	0.00250%
	54	Barclays	Arcadia Cove Apartments	Justin Peter Jensen	0.00250%
	55	LMF	Steaux-N-Geaux Storage	Brett Hatcher, Gabriel Coe, Cory Bonda	0.00250%
	56	LMF	Midtown Duplexes	Andor Kovacs	0.00250%
	57	LMF	Oak Forest MHC	Steven Cherin, John Michael Calin, Michael Forrest, Daniel Benedict, Dr. Anant J. Gandhi, as Trustee of the SASB Irrevocable Trust Dated June 14, 2014	0.00250%



 






    24 


     


    

 


EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


Wells Fargo Bank, National Association

       as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services – BBCMS Mortgage Trust 2021-C9

               [OR OTHER CERTIFICATE REGISTRAR]


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


		Re:	Transfer of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series
2021-C9



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
on behalf of the holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][__% Percentage Interest] of Class ___ Certificates (collectively, the “Certificates”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


In connection with
such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


1.       Check
one of the following:*


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation
D”) under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all
of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of







* Purchaser must select one of the following two certifications. 


    	 	Exhibit C-1	 



     


    

Regulation D (each, an “Institutional
Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each
able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it 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 undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer
is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be
provided pursuant to aragraph (d)(4)(i) of Rule 144A.



 


 2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the
view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificates (and any subsequent Certificates) have 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 reoffer, resell, pledge or transfer the Certificates only to certain
investors in certain exempted transactions) as expressed herein.


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Registered Certificates (collectively,
the “Prospectus”) (and, with respect to Non-Registered Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Non-Registered Certificates) 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 Prospectus.


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
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.




    	 	Exhibit C-2	 



     


    

5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a 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 Certificate Registrar and all Certificateholders
present and future.


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


7.       Check
one of the following:**


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
Revenue Service (“IRS”) Form W-9 (or successor form).



		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on
the Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E
(or successor form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that
such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner
of the Certificates and state that interest and original issue discount on the Certificates and Permitted Investments is, or is
expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar
updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request,
on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of
any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.
	 	 	 



For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or 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. Tax
Persons have the authority to control all substantial decisions of such trust (or, to the extent




** Each Purchaser must select one of the two alternative certifications.


*** Does not apply to a transfer of Class R Certificates.




    	 	Exhibit C-3	 



     


    

provided in applicable Treasury Regulations,
certain trusts in existence on August  20, 1996 that have elected to be treated as U.S. Tax Persons).


8.        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:


Bank:                                                           

ABA #:                                                       

Account #:                                                 

Attention:                                                  


☐          (b)       by
mailing a check or draft to the following address:




                                                                  

                                                                  


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


Very truly yours,





________________________________

                          [The Purchaser]


By: _____________________________

       Name:

        Title:





 






****        Only to be filled
out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers
are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance of at least U.S. $5,000,000.




    	 	Exhibit C-4	 



     


    

EXHIBIT
D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


[Date]


Wells Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BBCMS Mortgage Trust 2021-C9

       [OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of March 1, 2021, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer



 


	STATE OF	)
	 	) ss.:
	COUNTY OF       	)






 





I, [______], under
penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and
complete, and being first sworn, depose and say that:


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the
(i)  “Lower-Tier REMIC”, (ii) “Upper-Tier
REMIC”, (iii) “McCarthy Ranch Loan REMIC”, (iv) “Barclays MGM Grand & Mandalay
Bay Loan REMIC”, and (v) “SGFC MGM Grand & Mandalay Bay Loan REMIC”, respectively, relating to
the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any




    	 	Exhibit D-1-1	 



     


    

possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of
any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (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 Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any
other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the
Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an
Ownership Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail to qualify as a REMIC at any time
that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified
Organization.


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number
is [__________].


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


7.       The
Purchaser will not cause income from the Class R 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 person.


8.       Check
the applicable paragraph:


☐       The
present value of the anticipated tax liabilities associated with holding the Class R 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 Certificate;


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.




    	 	Exhibit D-1-2	 



     


    

For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b) of the Code may be used in lieu of the corporate income tax rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code 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 Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,


(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 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 Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R 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.


9.       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 Certificates as they become due.


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows
generated by such Certificate.


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate
any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.




    	 	Exhibit D-1-3	 



     


    

12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is
not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to
remain a Permitted Transferee.


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted
Transferee.


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


15.       The
Purchaser consents to the (i) designation of the Certificate Administrator as the “partnership representative” (as
defined in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement
and (ii) Certificate Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or
successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty, interest
or other amount imposed under the Code that would otherwise be imposed on a Holder of Class R Certificates. The Purchaser agrees,
by acquiring such certificate, to any such elections and to reasonably cooperate with the Certificate Administrator in connection
with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


Capitalized terms
used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


By: _____________________________

        Name:

        Title:


By: _____________________________

        Name:

        Title:




    	 	Exhibit D-1-4	 



     


    

 


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:





_________________________________




    	 	Exhibit D-1-5	 



     


    

EXHIBIT
D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


[Date]


Wells Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BBCMS Mortgage Trust 2021-C9

       [OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (the
“Certificates”)



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 2021 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be




    	 	Exhibit D-2-1	 



     


    

respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor
has conducted such an investigation.


Very truly yours,



       (Transferor)






By: _____________________________

        Name:

        Title:




    	 	Exhibit D-2-2	 



     


    

EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF THE HRR CERTIFICATES


[Date]


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2021-C9

            [OR OTHER CERTIFICATE REGISTRAR]


Barclays Capital Real Estate Inc.,

            as Retaining Sponsor

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


KKR CMBS II Aggregator Type 2 L.P.

30 Hudson Yards, Suite 7500

New York, New York 10001

Fax number: (212) 750-0003


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (the
“Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of March 1, 2021, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer



[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor” as such term
is defined in Regulation RR, that:


1.             The
Purchaser is acquiring $[_____] Certificate Balance of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates from [_____]
(the “Transferor”).


2.             The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR]
Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among
other




    	 	Exhibit D-3-1	 



     


    

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.


3.             If the Purchaser is relying on, as applicable, Final Authorization Number 2004-03E, as amended by Prohibited Transaction
Exemption 2013-08 (the “Exemption”) or is an insurance company general account relying on PTCE 95-60 to cover
its acquisition of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates, all of the conditions, as applicable, of the Exemption
or of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR]
Certificates.


4.             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:



		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 [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] 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 [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR]
Certificates, it will remain a Majority-Owned Affiliate.



		C.	The transfer will comply with all applicable provisions of Regulation RR.



			The transfer will occur on or after the fifth anniversary of the Closing Date, and the Purchaser
certifies, represents and warrants to you, as Certificate Registrar, that:



		A.	The transfer will comply with all applicable provisions of Regulation RR.



		☐	The transfer will occur after the termination of the Transfer Restriction Period and the countersignature
of the Retaining Sponsor is not required.



Capitalized terms
used but not defined herein have the meanings assigned thereto in the Pooling 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__.





 


	 	 
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 




 



    	 	Exhibit D-3-2	 



     


    



	 	 
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 





The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:








	 	BARCLAYS CAPITAL
REAL ESTATE INC.,


as Retaining Sponsor



	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 


 


[Medallion Stamp Guarantee]                                         


 


 


 








	 	Barclays
Commercial Mortgage Securities LLC,

as Depositor
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 


 







    	 	Exhibit D-3-3	 



     


    

EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF HRR CERTIFICATES


[Date]


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2021-C9

       [OR OTHER CERTIFICATE REGISTRAR]


Barclays Capital Real Estate Inc.,

            as Retaining Sponsor

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (the
“Certificates”)






Ladies and Gentlemen:


This is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of a Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR]
Certificate evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of March 1, 2021 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you that:


1.             The transfer is in compliance with the Pooling and Servicing Agreement.


2.             If the Purchaser is relying on, as applicable, Final Authorization Number 2004-03E, as amended by Prohibited Transaction
Exemption 2013-08 (the “Exemption”) or is an insurance company general account relying on PTCE 95-60 to cover
its acquisition of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificate, all of the conditions, as applicable, of the




    	 	Exhibit D-4-1	 



     


    

Exemption or of Parts I and III of PTCE
95-60 will be satisfied with respect to the acquisition of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificate.


3.              Check one of the following:


		☐	The transfer will occur during the Transfer Restriction Period, and the Transferor certifies, represents
and warrants to you that the Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR,
of the Transferor.



		☐	The transfer will occur after the termination of the Transfer Restriction Period and the countersignature
of the Retaining Sponsor is not required.



		☐	The transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor
certifies, represents and warrants to you that the Transferor has satisfied all of the conditions under the related third arty
purchaser agreement, applicable to transfers by the Transferor to subsequent Third Party Purchasers.



 


4.             The
Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling and
Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation contained therein is
false.


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


 


	 	BARCLAYS CAPITAL REAL ESTATE INC.,

as Retaining Sponsor
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 





[Medallion Stamp Guarantee]                                       


 


 


 




    	 	Exhibit D-4-2	 



     


    







	 	Barclays Commercial Mortgage
Securities LLC,

as Depositor
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 










    	 	Exhibit D-4-3	 



     


    

EXHIBIT
E



FORM OF REQUEST FOR RELEASE


(for Custodian)


	Loan Information
	 	Name of Mortgagor:	
 


	 	[Master Servicer]

[Special Servicer]

Loan No.:	
 


	Custodian
	 	Name:	Wells Fargo Bank, National Association



	 	Address:	
        1055 10th Ave SE

        Minneapolis, Minnesota 55414

        Attention: Document Custody Group

        BBCMS Mortgage Trust 2021-C9

	 	Custodian/Trustee

Mortgage File No.:	
 


	Depositor
	 	Name:	Barclays Commercial Mortgage Securities LLC
	 	Address:	
        745 Seventh Avenue

        New York, New York 10019

        Attention: Daniel Vinson

	 	Certificates:	BBCMS Mortgage Trust 2021-C9,

Commercial Mortgage Pass-Through Certificates,

Series 2021-C9


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of BBCMS Mortgage
Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of March 1, 2021, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee,




    	 	Exhibit E-1	 



     


    

and Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


( )            ___________________________


( )            ___________________________


( )            ___________________________


( )            ___________________________


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


(1)       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 Pooling and Servicing Agreement.


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, 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 Pooling and Servicing Agreement.


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.





 


	 	[____________]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 




 


Date: _____________




    	 	Exhibit E-2	 



     


    

EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BBCMS Mortgage Trust 2021-C9

            [OR OTHER CERTIFICATE REGISTRAR]


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


		Re:	Transfer of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series
2021-C9



Ladies and Gentlemen:


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance] in the BBCMS Mortgage Trust
2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class [G-RR][H-RR][J-RR][K-RR] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with
such transfer, the undersigned hereby represents and warrants to you as follows:


1.       The
Purchaser is not and will not be (a) an employee benefit plan or other plan 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 any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person
acting on behalf of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) or using the assets of




    	 	Exhibit F-1-1	 



     


    

any such Plan, other than an insurance
company using the assets of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase and holding of Certificates
by such insurance company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I
and III of PTCE 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition by such Plan
will not constitute or result in a non-exempt violation of applicable Similar Law).


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or
Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters,
the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling
and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, any sub-servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers, the Underwriters or the Trust.


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.





	 	Very truly yours,
	 	 
	 	 
	 	                       [The
Purchaser]
	 	 
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 







Date: _________




    	 	Exhibit F-1-2	 



     


    

EXHIBIT
F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R AND CLASS S CERTIFICATES


[Date]


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BBCMS Mortgage Trust 2021-C9

            [OR OTHER CERTIFICATE REGISTRAR]


[Transferor]

[______]

[______]

Attention: [______]


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



Ladies and Gentlemen:


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the BBCMS Mortgage Trust 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9, [Class R][Class S] Certificates (the “[Class R][Class S]
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


In connection with
such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class S] Certificate,
the Purchaser is not and will not be (a) an employee benefit plan or other plan 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 that is subject to any federal, state or local law (“Similar Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (b) a person acting on
behalf of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
a Plan or Plans




    	 	Exhibit F-2-1	 



     


    

and the application of Department of
Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of any such Plan to purchase
such [Class R][Class S] Certificate.


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.





	 	Very truly yours,
	 	 
	 	 
	 	[The
Purchaser]
	 	 
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 






Date: _______




    	 	Exhibit F-2-2	 



     


    

EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


See Annex B to the
Prospectus.




    	 	Exhibit G-1	 



     


    

EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wells Fargo Bank, National Association, as Trustee for the registered
holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9” (the “Assignee”),
having an office at 9062 Old Annapolis Road, Columbia, Maryland, 21045-1951, Attention: CMBS Trustee BBCMS 2021-C9, its successors
and assigns, all right, title and interest of the Assignor in and to:


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


IN WITNESS WHEREOF,
the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	[NAME OF CURRENT ASSIGNOR]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 











    	 	Exhibit H-1	 



     


    

EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates,
Series 2021-C9, Class [__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


In connection with
such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance
with Regulation S (“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;



* Select appropriate depository.




    	 	Exhibit I-1	 



     


    

[(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 and believes 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;]**


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S 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.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	[Insert Name of Transferor]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 




Dated: _______


cc: Barclays Commercial Mortgage Securities LLC


 



** Insert one of these two provisions, which come from the definition of “offshore transaction” Regulation S.




    	 	Exhibit I-2	 



     


    

EXHIBIT
J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED
PERIOD


(Exchange or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
[__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with
such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with
Regulation S (“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,




    	 	Exhibit J-1	 



     


    

[(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 and believes 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,]*


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S 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.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	[Insert Name of Transferor]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 





Dated: ________




cc: Barclays Commercial Mortgage Securities LLC


 


 


* Insert one of these two provisions, which come from the definition of “offshore transaction” Regulation S.




    	 	Exhibit J-2	 



     


    

EXHIBIT
K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE
DURING RESTRICTED PERIOD


(Exchange or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
[__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate
of such Class (CUSIP No. [______]).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged
or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and


 


* Select appropriate
depository.




    	 	Exhibit K-1	 



     


    

in accordance with any applicable securities
laws of any state of the United States or other applicable jurisdiction.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	[Insert Name of Transferor]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 








Dated: _______





cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit K-2	 



     


    

EXHIBIT
L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE
AFTER RESTRICTED PERIOD


(Exchanges pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
[__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified
above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S
Book-Entry Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a
U.S. Person as defined by Regulation S under the Securities Act of 1933, as amended.


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we


 


* Select, as applicable.




    	 	Exhibit L-1	 



     


    

irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	Dated:______________
	 	 
	 	By:  	 
	 	 	as, or as agent for, the holder of a beneficial
 interest in the Certificates to which this
 certificate relates.
	 	 	 
	 	 	 


 




    	 	Exhibit L-2	 



     


    

EXHIBIT
M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


(Exchanges or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
[__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository.


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance
with Regulation S (“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;


 


* Select appropriate depository.




    	 	Exhibit M-1	 



     


    

[(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 and believes 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;]**


(3)      no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S 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.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	[Insert Name of Transferor]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 


 


Dated: ________



cc: Barclays Commercial Mortgage Securities LLC


 




** Insert one of these two provisions, which come from the definition of “offshore transaction” Regulation S.




    	 	Exhibit M-2	 



     


    

EXHIBIT
N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO 

REGULATION S BOOK-ENTRY CERTIFICATE


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


Wells Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
[__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______],
and Common Code No. [______]).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made
in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with
Regulation S (“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,




    	 	Exhibit N-1	 



     


    

[(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 and believes 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,]*


(3)      no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S 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.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	[Insert Name of Transferor]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 




Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 




* Insert one of these two provisions, which come from the definition of “offshore transaction” Regulation S.




    	 	Exhibit N-2	 



     


    

EXHIBIT
O



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


(Exchange or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


Wells Fargo Bank, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
[__]



Reference is hereby
made to the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest
for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


In connection with
such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged
or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “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 other applicable jurisdiction.


We understand that
this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we




    	 	Exhibit O-1	 



     


    

irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	[Insert Name of Transferor]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit O-2	 



     


    

EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


[Date]


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BBCMS 2021-C9

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
Certificates



In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of a Certificate, the undersigned
has received a copy of the Prospectus.


4.       The
undersigned is not a Borrower Party.


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the 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 Pooling and Servicing 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




    	 	Exhibit P-1A-1	 



     


    

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; provided, however, that
the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the
undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial
owner or prospective purchaser of the Class of Certificates referenced above. 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.


6.       The
undersigned shall be fully liable for any breach of the Pooling 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 Asset Representations Reviewer, the Underwriters, 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 shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling 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.


 


	 	
	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 





 


 




    	 	Exhibit P-1A-2	 



     


    

EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (for the DIRECTING CERTIFICATEHOLDER AND/OR A Controlling class CERTIFICATEHOLDER)


[Date]


	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax Number: (888) 706-3565

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        BBCMS 2021-C9

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2021-C9 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


 


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
Certificates



In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either the Directing Certificateholder, the Holder of the majority of the Controlling Class or a Controlling Class
Certificateholder.


2.       The
undersigned has received a copy of the Prospectus.


3.       The
undersigned is not a Borrower Party.


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website




    	 	Exhibit P-1B-1	 



     


    

[and/or is requesting the information
identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling
and Servicing 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 officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following
the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. 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.


5.       The
undersigned shall be fully liable for any breach of the Pooling 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 Asset Representations Reviewer, the Underwriters, 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.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider 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 Pooling and Servicing Agreement.




    	 	Exhibit P-1B-2	 



     


    

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.





	 	
	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 


 






    	 	Exhibit P-1B-3	 



     


    

EXHIBIT
P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (for Persons other than the DIRECTING CERTIFICATEHOLDER AND/OR A Controlling
class CERTIFICATEHOLDER)


[Date]


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS 2021-C9

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
Certificates



In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned
has received a copy of the Prospectus.


4.       The
undersigned is a Borrower Party.


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep




    	 	Exhibit P-1C-1	 



     


    

the Distribution Date Statement 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 Distribution Date Statement will 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; provided, however, that the obligations of the undersigned to keep
any such Distribution Date Statement confidential shall expire one year following the date that the undersigned receives such Distribution
Date Statement (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective
purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution Date Statement
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.


6.       The
undersigned shall be fully liable for any breach of the Pooling 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 Asset Representations Reviewer, the Underwriters, 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 shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling 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.


 


	 	
	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 









    	 	Exhibit P-1C-2	 



     


    

EXHIBIT
P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(for the DIRECTING CERTIFICATEHOLDER AND/OR A Controlling class CERTIFICATEHOLDER)


[Date]


	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax Number: (888) 706-3565

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        BBCMS 2021-C9

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2021-C9 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


 


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
Certificates



In accordance with
the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


1. The undersigned
is the Directing Certificateholder, the Holder of the majority of the Controlling Class or a Controlling Class Certificateholder.


2.       The
undersigned is a Borrower Party with respect to the following Excluded Loan(s):


[IDENTIFY EXCLUDED
LOAN(S) (the “Excluded Loan(s)”)]


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.




    	 	Exhibit P-1D-1	 



     


    

3.       The
undersigned has received a copy of the Prospectus.


4.       Except
with respect to the Excluded Loan(s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain
information (the “Information”) on the 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 Pooling
and Servicing 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 officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following
the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. 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.


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the Excluded Loan(s) to the extent the undersigned receives access to such
Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information
in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.       The
undersigned shall be fully liable for any breach of the Pooling 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 Asset Representations Reviewer, the Underwriters, 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.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder,
(C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, 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.




    	 	Exhibit P-1D-2	 



     


    

8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling 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 Certificateholder][Holder of the
majority 

of the Controlling Class][Controlling Class Certificateholder] 
	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 


 



    	 	Exhibit P-1D-3	 



     


    

EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


[Date]


	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax Number: (888) 706-3565

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        BBCMS 2021-C9

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2021-C9 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


 


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Class
Certificates



THIS NOTICE IDENTIFIES
AN “EXCLUDED LOAN” RELATING TO THE BBCMS MORTGAGE TRUST 2021-C9, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2021-C9, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 




    	 	Exhibit P-1E-1	 



     


    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 


 


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 Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect:


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


4.       Except
with respect to the Excluded Loan(s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain
information (the “Information”) on the 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 Pooling
and Servicing 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 officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following
the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. 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.




    	 	Exhibit P-1E-2	 



     


    

5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the Excluded Loan(s) to the extent the undersigned receives access to such
Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information
in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.       The
undersigned shall be fully liable for any breach of the Pooling 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 Asset Representations Reviewer, the Underwriters, 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.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, 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.


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


9.       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 Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


10.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the Excluded Loan(s) on the Certificate Administrator’s
Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status
and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing




    	 	Exhibit P-1E-3	 



     


    

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 Excluded
Information relating to the Excluded Loan(s) listed in Paragraph 2 above.


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling 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 Certificateholder][Holder of the
majority 

of the Controlling Class][Controlling Class Certificateholder] 
	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 





Dated: _______






cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit P-1E-4	 



     


    

EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


[Date]


Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BBCMS 2021-C9

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


with a copy to:


Wells Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: BBCMS Mortgage Trust 2021-C9


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.       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 BBCMS Mortgage Trust 2021-C9 securitization should be revoked as to such users:




    	 	Exhibit P-1F-1	 



     


    

_____________________________


_____________________________


_____________________________


_____________________________


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling
Class Holder with respect to such Excluded Loan(s), (ii) has delivered notice of the termination of the related Excluded Controlling
Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling and Servicing
Agreement.


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling 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 Certificateholder][Holder of the
majority 

of the Controlling Class][Controlling Class Certificateholder] 
	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 






Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator





______________________________________

Name:

Title:




    	 	Exhibit P-1F-2	 



     


    

EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


[Date]


	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax Number: (888) 706-3565

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        BBCMS 2021-C9

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2021-C9 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

        Barclays Commercial Mortgage Securities LLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Daniel Vinson
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2021-C9


 


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


2.       The
undersigned is not a Borrower Party.


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.




    	 	Exhibit P-1G-1	 



     


    

4.       [[For
Directing Certificateholders other than the initial Directing Certificateholder] 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 Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned 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 Certificateholder]
	 	 
	 	By:  	 
	 	 	Name:
 Title:	
	 	 	 	 






Dated: _______



cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit P-1G-2	 



     


    

EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


[Date]


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services BBCMS 2021-C9


		Attention:	 	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2021 (the
“Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


2.       The
undersigned is 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 Agreement to certain information (the “Information”) on such
17g-5 website pursuant to the provisions of the 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.


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.




    	 	Exhibit P-2-1	 



     


    

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.


 


	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 








 




    	 	Exhibit P-2-2	 



     


    

ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality
Agreement (the “Confidentiality Agreement”) is made in connection with Barclays Capital Inc. (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 BBCMS Mortgage Trust 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9 (the “Certificates”) pursuant to the Pooling and Servicing
Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer 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 Pooling 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 Pooling 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 Pooling 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.




    	 	Exhibit P-2-3	 



     


    

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 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




    	 	Exhibit P-2-4	 



     


    

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 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




    	 	Exhibit P-2-5	 



     


    

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.


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:


Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Daniel Vinson


with a copy to


Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Steven P. Glynn


 




    	 	Exhibit P-2-6	 



     


    

EXHIBIT
P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services BBCMS 2021-C9


		Attention:	 	 	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



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.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2021 (the
“Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc.,
Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealInsight, KBRA Analytics,
Thomson Reuters Corporation, DealView Technologies Ltd. or CRED iQ, a market data provider that has been given access to the Statements
to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.


2.       The
undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above
remains true and correct.


3.       The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only,
and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent
of the Depositor.


4.       The
undersigned shall be fully liable for any breach of the Pooling 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 Asset Representations Reviewer 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.




    	 	Exhibit P-3-1	 



     


    

5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling 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. 


	 	 
	 	By:  	 
	 	 	Title:
 Company:
 Phone:	
	 	 	 	 


 



    	 	Exhibit P-3-2	 



     


    

EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


[DATE]


To the Persons Listed on the attached
Schedule A


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



Ladies and Gentlemen:


In accordance with
Section 2.02 of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as Custodian,
hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01
of the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition of “Mortgage
File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect
to clause (xii), a copy of such letter of credit and the required officer’s certificate), if any, of the definition
of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to
be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face
and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi)
and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


Capitalized words
and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.








 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Custodian
	 	 
	 	 By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 


















    	 	Exhibit Q-1	 



     


    

SCHEDULE A


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

daniel.vinson@barclays.com


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services BBCMS 2021-C9

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2021-C9 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


Barclays Capital Real Estate Inc.


745 Seventh Avenue


New York, New York 10019


Attention: Daniel Vinson, Managing Director


Email: daniel.vinson@barclays.com


 


with a copy to:


 


Barclays Capital Real Estate Inc.


745 Seventh Avenue


New York, New York


Facsimile No.: (212) 412 7519


Attention: Steven P. Glynn, Legal Department


Email: steven.glynn@barclays.com


 


Societe Generale Financial Corporation


245 Park Avenue, 11th Floor


New York, New York 10167


Attention: Jim Barnard




    	 	Exhibit Q-2	 



     


    

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


 


with a copy to:


 


Societe Generale Financial Corporation


245 Park Avenue, 11th Floor


New York, New York 10167


Attention: General Counsel


E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


 


Starwood Mortgage Capital LLC


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


 


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Joe DeRoy


Facsimile: (877) 379-1625


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Facsimile: (816) 753-1536


 


LMF Commercial, LLC


590 Madison Avenue, 9th Floor


New York, New York 10022


Attention: Kenneth M. Gorsuch


 


BSPRT CMBS Finance, LLC


1345 Avenue of the Americas, Suite 32A


New York, New York 10105


Attention: Micah Goodman


 




    	 	Exhibit Q-3	 



     


    

EXHIBIT
R



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER AND SPECIAL SERVICER


After recording, return to:


Legal
Department Midland Loan Services P. 0. Box 25965


Shawnee
Mission, KS 66225-5965


 


LIMITED POWER OF 

ATTORNEY
TO 

MIDLAND LOAN 

SERVICES,


A
DIVISION OF PNC BANK, NATIONAL 

ASSOCIATION, FROM WELLS FARGO BANK, 

NATIONAL ASSOCIATION,


AS TRUSTEE, FOR THE
BENEFIT OF THE REGISTERED 

HOLDERS OF BBCMS MORTGAGE TRUST 2021-C9,


 


KNOW ALL BY THESE PRESENTS:


WHEREAS,
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a division of PNC Bank, National Association,
as Master Servicer and Special Servicer (the “Servicer”), Wells Fargo Bank, National Association, as Trustee
(the “Trustee”) and Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, entered into a Pooling and Servicing Agreement dated as of March 1, 2021 (the “PSA”),
pertaining to a securitization trust formed for the benefit of the registered holders of BBCMS Mortgage Trust 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9 (the “Trust”), and which provides in part that the Servicer
shall administer and service certain "Mortgage Loans" and provide services to the "Mortgagors" as those terms
are defined in the PSA, for the benefit of the Trustee in accordance with the terms of the PSA and the Mortgage Loans;


WHEREAS,
pursuant to the terms of the PSA, the Servicer is granted certain powers, responsibilities and authority in connection with its
servicing and administration of the Mortgage Loans subject to the terms of the PSA; and




    	 	Exhibit R-1	 



     


    

WHEREAS, the Trustee has been requested by the Servicer pursuant
to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the Servicer to enable the Servicer to execute and deliver,
on behalf of the Trustee, certain documents and instruments related to the Mortgage Loans thereby empowering the Servicer to take
such actions as it deems necessary to comply with its servicing, administrative and management duties under and in accordance with
the PSA.


NOW, THEREFORE, KNOW ALL
BY THESE PRESENTS:


Wells
Fargo Bank, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust (the "Trustee") under the PSA, does
make, constitute and appoint Midland Loan Services, a division of PNC Bank, National Association, with principal corporate offices
at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, as Servicer, by and through its designated officers, as the Trustee's
true and lawful attorney-in-fact with respect to the Mortgage Loans and each mortgaged property and related collateral (the "Mortgaged
Property") held by the Trustee to secure the obligations of the Mortgage Loans in its capacity as Trustee, and in Trustee's
name, place and stead, to prepare, complete, execute, deliver, record and file on behalf of the registered holders and the Trustee,
and in any event in accordance with the terms of the PSA; (i) customary consents or waivers and other instruments and documents
including, without limitation, estoppel certificates, financing statements, continuation statements, title endorsements and reports
and other documents and instruments necessary to preserve and maintain the validity, enforceability, perfection and priority of
the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions or substitutions, and transfers of interest
of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the provisions
of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds and liquidation proceeds in accordance with the terms
of the Mortgage Loan; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that such
consent is required pursuant to the terms of the Mortgage Loan or which otherwise is required under the PSA; (v) to consent to
the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property
or to repayment of the Mortgage Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to execute
any and all instruments necessary or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure
with respect to, or the conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced
by the Servicer for the Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of
the Trustee in connection with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection
thereof including, without limitation, the execution of any and all instruments necessary or appropriate in defense of and for
the collection and enforcement of said Mortgage Loan obligation in accordance with the terms of the PSA; (vii) to execute and deliver
documents relating to the management, operation, maintenance, repair, leasing and marketing of the Mortgaged Properties, including
agreements and requests by the Mortgagors with respect to modifications of the management of the Mortgaged Properties or the replacement
of




    	 	Exhibit R-2	 



     


    

managers; (viii) to exercise
all rights, powers and privileges granted or provided to the holder of the Mortgage Loan under their respective terms including
all rights of approval and consent thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment
agreements or other leasing or rental arrangements which may be requested by the Mortgagors or their tenants in accordance with
the terms of the Mortgage Loan; (x) to join the Mortgagor in granting, modifying or releasing any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties to the extent such
does not adversely affect the value of the Mortgaged Property; (xi) to execute and deliver, on behalf of the Trustee, any and all
instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with
respect to the Mortgage Loans and the Mortgaged Property; (xii) to draw upon, replace, substitute, release or amend any letters
of credit standing as collateral under the Mortgage Loans; and (xiii) to apply amounts in the various escrow accounts set up under
the Mortgage Loans pursuant to the terms provided for therein.


ARTICLE I


The
enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Servicer as the Trustee's attorney-in-fact
of full power and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver any such documents,
instrument or other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby
ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents
to those dealing with such attorney-in-fact that they may rely upon this limited power of attorney until termination of the limited
power of attorney under the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust,
and the Servicer, the Servicer may not exercise any right, authority or power granted by this instrument in a manner which would
violate the terms of the PSA or the servicing standard imposed on the Servicer by the PSA, but any and all third parties dealing
with the Servicer as the Trustee's attorney-in-fact may rely completely, unconditionally and conclusively on the Servicer's authority
and need not make inquiry about whether the Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company,
recorder's office or other third party may rely upon a written statement by the Servicer that any particular loan or property in
question and the release thereof is subject to and included under this power of attorney and the PSA.


ARTICLE II


Any act
or thing lawfully done by the Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on the
Trustee and the Trustee's successors and assigns.


ARTICLE III




    	 	Exhibit R-3	 



     


    

This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Trustee:


 


		(i)	the suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the transfer of servicing under the PSA from the Servicer to another servicer;



 


		(iii)	the termination, resignation or removal of the Trustee as trustee of such Trust;



 


		(iv)	the appointment of a receiver or conservator with respect to the business
of the Servicer;



		(v)	the filing of a voluntary or involuntary petition in bankruptcy by or against
the Servicer;



 


		(vi)	the termination of the PSA; or



 


		(vii)	the termination of the Servicer.



 


Nothing
herein shall be deemed to amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Servicer
thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.




    	 	Exhibit R-4	 



     


    

 


IN WITNESS WHEREOF, the
Trustee has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as
of the __ day of ________, 2021.


 


 


 


	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee for BBCMS Mortgage Trust 2021-C9, for the benefit of  the registered holders of BBCMS Mortgage
Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (and not in its individual capacity)
	 	 
	 	 By:  	 
	(SEAL)	 		
	 	Name:  	 
	 	 	 	 
	 	Title: 	 







 





 


 


 


 




    	 	Exhibit R-5	 



     


    

 


 




	STATE OF	)
	 	) ss.:
	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 PUBLIC




       [SEAL]



My commission expires:







______________________________




    	 	Exhibit R-6	 



     


    

EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


	Loan	Companion Holder
	The Atlantic	
        NOTE A-3, NOTE A-4, NOTE A-5 AND NOTE A-6:

        Societe Generale Financial Corporation

        245 Park Avenue

        New York, New York 10167

        Attention: Jim Barnard

        with a copy to:

        

        Societe Generale Financial Corporation

        245 Park Avenue

        New York, New York 10167

        Attention: General Counsel

	Crescent Gateway	
        NOTE A-2:

         

        BSPRT CMBS Finance, LLC

        1345 Avenue of the Americas, Suite 32A

        New York, New York 10105

        Attention: Micah Goodman

	Seaport Homes	
        NOTE A-1:

         

        BSPRT CMBS Finance, LLC

        1345 Avenue of the Americas, Suite 32A

        New York, New York 10105

        Attention: Micah Goodman



 


 




    	 	Exhibit S-1	 



     


    

EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


[FOR MGM GRAND & MANDALAY BAY MORTGAGE LOAN:


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]


 


[FOR MCCARTHY RANCH MORTGAGE LOAN:


 


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


 


with a copy to:


 


Eversheds Sutherland (US) LLP


700 Sixth St. NW


Suite 700


Washington, DC 20001


Fax Number: (816) 412-9338


Attention: Lisa A. Rosen, Esq.


Email: lisarosen@eversheds-sutherland.com]


 


VIA EMAIL


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9





    	 	Exhibit T-1	 



     


    

Ladies and Gentlemen:


As you know, [KeyBank
National Association][Midland Loan Services, a Division of PNC Bank, National Association] acts as the master servicer (the “Lead
Master Servicer”) for the whole loan secured by the mortgaged property identified as [MGM Grand & Mandalay Bay][McCarthy
Ranch] (the “Subject Whole Loan”) under the [BX 2020-VIVA][MSC 2020-L4] [trust][pooling] and servicing agreement
(the “Lead PSA”). This is to inform you that Note [__] of the Subject Whole Loan (the “Subject Mortgage
Loan”) has been transferred to BBCMS Mortgage Trust 2021-C9 pursuant to that certain Pooling and Servicing Agreement,
dated March 1, 2021 (the “2021-C9 Pooling Agreement”) between Barclays Commercial Mortgage Securities LLC, as
depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “2021-C9
Master Servicer”) and as Special Servicer (in such capacity, the “2021-C9 Special Servicer”), Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “2021-C9 Certificate Administrator”)
and as trustee (in such capacity, the “2021-C9 Trustee”), and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, and that the 2021-C9 Trustee is the holder of the Subject Mortgage Loan.


The undersigned, as
2021-C9 Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan,
to remit to the 2021-C9 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may
be, to the 2021-C9 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as
such term is defined in the 2021-C9 Pooling Agreement) and the Lead PSA.


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2021-C9 Pooling Agreement) under the 2021-C9 Pooling Agreement.


Thank you for your
attention to this matter.


Date: ____________________________





 


	 	Wells Fargo Bank, National Association, as

        Certificate Administrator for the Holders of

        the BBCMS Mortgage

        Trust 2021-C9, Commercial Mortgage

        Pass-Through Certificates, Series 2021-C9
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 








    	 	Exhibit T-2	 



     


    

EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


		To:	Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com



Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395

Email: cmbs.surveillance@kbra.com


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: cmbs_info_17g5@standardandpoors.com


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
Servicer under the Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



Date: _________, 20___




    	 	Exhibit U-1	 



     


    

 


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



Mortgage Loan (the “Mortgage
Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling
and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
names:____________________

       ____________________


Reference is made
to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.


As Master Servicer
under the Pooling and Servicing Agreement, we hereby:


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


____       a full defeasance
of the entire principal balance of the Mortgage Loan; or


____       a partial
defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________
or _______% of the entire principal balance of the Mortgage Loan;


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


(i)            The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


(ii)           The
defeasance was consummated on __________, 20__.


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the
principal due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.




    	 	Exhibit U-2	 



     


    

(v)            The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


(vi)         The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit
release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage
Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance
collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other than
the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for
administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


(viii)      
The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral
(without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled
Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection
with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the
revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months
after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar
or fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year.




    	 	Exhibit U-3	 



     


    

(ix)          
 The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


(x)            The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


(d)       Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


(e)       Agree
to provide copies of all items listed in Exhibit B to you upon request.




    	 	Exhibit U-4	 



     


    

 


IN WITNESS WHEREOF,
the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL
ASSOCIATION

       as Master Servicer
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 







    	 	Exhibit U-5	 



     


    

EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


Report Date: This report will be delivered annually
no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of March 1,
2021 (the “Pooling and Servicing Agreement”).

Transaction: BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates Series 2021-C9

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: KKR Real Estate Credit Opportunity Partners II L.P.


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



1.     The Special
Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the
prior calendar year [INSERT YEAR].


		(a)	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of
an Asset Status Report.



		(b)	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only
on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet
be fully implemented.



2.     Prior to
an Operating Advisor Consultation Event, if any Mortgage Loan is in special servicing and if the Special Servicer has subsequently
completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the applicable fully
executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder to the Operating Advisor.


3.     After an
Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:


		(a)	with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package
and the opportunity to consult with respect to such Major Decision and recommended action:



________________________


________________________


________________________


 


 


________________________





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 Pooling and Servicing Agreement, including,
without limitation, provisions relating to Privileged Information.




    	 	Exhibit V-1	 



     


    

________________________


		(b)	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect
to such recommended action:



________________________


________________________


		II.	Executive Summary



Based on the requirements and qualifications
set forth in the Pooling 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 Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s reported actions under the Pooling and Servicing Agreement on the loans identified in this report.
Based solely on such limited review 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 Pooling and Servicing Agreement during the
prior calendar year on an “asset-level basis”. [The Operating Advisor believes, in its sole discretion exercised in
good faith, that the Special Servicer has failed to materially 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]



		III.	List of Items that were Considered in Compiling this Report



In rendering the assessment set forth
in this report, the Operating Advisor examined and relied upon the accuracy and the completion of the items listed below:


1.     Any Major
Decision Reporting Package that is delivered or made available to the        Operating Advisor by the Special Servicer pursuant to
the Pooling and Servicing        Agreement.


2.     Reports by
the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s website that
is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status Report (after
an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available to the
Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


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




    	 	Exhibit V-2	 



     


    

calculations and Appraisal Reduction Amount calculations
delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


4.     [LIST OTHER
REVIEWED INFORMATION].


5.     [INSERT IF
AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and Servicing
Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor pursuant to
the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]


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, legal review
or legal conclusion. 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 or similar underlying documents, re-engineer the quantitative aspects
of their net present value calculations, visit any related property, visit the Special Servicer, visit the Directing Certificateholder
or interact with any 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.


		IV.	Assumptions, Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



1.     As provided
in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance with,
or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required
in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.


2.     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.


3.     Other than
the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available to the Operating
Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The
Operating Advisor does not have authority to speak with the Directing Certificateholder or borrower directly. As such, the Operating
Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special
Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not designed
and cannot be relied upon to detect fraud or illegal acts should any exist.


4.     The Special
Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling and Servicing
Agreement. The Operating Advisor has




    	 	Exhibit V-3	 



     


    

no responsibility or authority to alter the standards set
forth therein or direct the actions of the Special Servicer.


5.     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 any Specially Serviced Loans and certain information it reviewed in connection
with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information
that the Operating Advisor is given access to by the Special Servicer.


6.     There are
many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are
not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does
not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.


7.     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.


8.    
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 Pooling and Servicing Agreement.




    	 	Exhibit V-4	 



     


    

EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


Wells Fargo Bank, National Association

            as Certificate Administrator and as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS 2021-C9

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax Number: (888) 706-3565


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9, Recommendation
of Replacement of Special Servicer



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
on behalf of the holders of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (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 Pooling and Servicing Agreement.


Based upon our review
of the Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing
Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association, in its current capacity
as Special Servicer, is not [performing its duties under the Pooling 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 Midland Loan Services, a Division of PNC Bank, National Association be removed as Special Servicer
and that [________] be appointed its successor in such capacity.




    	 	Exhibit W-1	 



     


    


	 	Very truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 








Dated:




    	 	Exhibit W-2	 



     


    

EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile number: (888) 706-3565


		Re:	Access to Certain Information Regarding BBCMS Mortgage Trust 2021-C9,
Commercial Mortgage Pass-Through Certificates, Series 2021-C9       



Ladies and Gentlemen:


Reference is hereby
made to that certain Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
among Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Defined terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


Midland Loan Services,
a Division of PNC Bank, National Association (“Midland”) understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that
the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner
that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


Midland will provide
the Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information
(a) includes or may be based upon information provided to Midland by third parties, (b) may not have been verified by
Midland, and (c) may be incomplete or contain inaccuracies. The Company agrees that Midland, the [“Master Servicer”/
“Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as
defined below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions
in the Confidential Information, (y) any use of the Confidential Information, or (z) Midland’s failure or inability
to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute
“Confidential Information” for purposes of this letter agreement: (a) information that was already in Company’s
possession prior to its receipt from Midland; (b) information that is obtained by Company from a third person who, insofar
as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to Midland; (c) information




    	 	Exhibit X-1	 



     


    

that is or becomes publicly available
through no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


The Company may have
access to the Confidential Information through (at Midland’s election): (i) responses to reasonable written inquiries
received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with Midland’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or
any successor or replacement system (“System”). Midland may cease or defer providing the Company with Confidential
Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b)  Midland determines
(in its sole discretion) that such termination is necessary for any reason, including its determination that such action is required
pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. Midland
shall cease to provide the Company with Confidential Information if Midland has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and Midland determines that the provision, notice or access to
such Confidential Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and
Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential Information
hereunder shall survive the termination of the Company’s access to the Confidential Information. Midland’s remedies
hereunder, at law or at equity, are cumulative and may be combined.


The Company agrees
that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever
to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose)
who have a need to know the information, or as otherwise required by applicable law, court order or any governmental agency or
regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any
disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition
to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company will take
reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form and
substance to this agreement.


This letter agreement
shall be governed by and construed in accordance with the laws of the State of New York without the application of conflict of
laws principles. Anything herein to the contrary notwithstanding, Midland intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of Midland’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable




    	 	Exhibit X-2	 



     


    

Document Format (PDF); each such counterpart
shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


This agreement shall
terminate with respect to the information received by the Company one year after the Company receives such information or ceases
to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement
regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing
the System before or after signing this letter agreement.


 


Please have an authorized
signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters
set forth herein.








	 	Very truly yours,
	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 


 





CONFIRMED AND AGREED TO:



[COMPANY NAME]


By:       

Name:

Title:]


 




    	 	Exhibit X-3	 



     


    

EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


CERTIFICATION


I, [identifying the
certifying individual], certify that:


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to
be filed in respect of the period covered by this report on Form 10-K of the BBCMS Mortgage Trust 2021-C9 (the “Exchange
Act periodic reports”);



		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



		4.	Based on my knowledge and the servicer compliance statements required in this report under Item 1123
of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have
been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form 10-K.



In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, and Park Bridge Lender Services LLC, as




    	 	Exhibit Y-1	 



     


    

Operating Advisor and as Asset Representations
Reviewer, (B) [list other applicable parties to servicing agreements for Non-Serviced Mortgage Loans].


Date: __________________________________







_______________________________________

[Chief Executive Officer]

Barclays Commercial Mortgage Securities LLC

(Senior officer in charge of the securitization of the

depositor)




    	 	Exhibit Y-2	 



     


    

EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


BBCMS MORTGAGE TRUST 2021-C9 (the “Trust”)


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of March 1, 2021 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities
LLC (the “Depositor”), as depositor, Midland Loan Services, a Division of PNC Bank, National Association as
master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity, the “Special
Servicer”), Wells Fargo Bank, National Association, as trustee, the Certificate Administrator, and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year
covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and
except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under
the Pooling and Servicing Agreement; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it





    	 	Exhibit Z-1-1	 



     


    

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 for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on
Form 10-K.


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 







    	 	Exhibit Z-1-2	 



     


    

EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


BBCMS MORTGAGE TRUST 2021-C9 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer under
that certain Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity,
the “Special Servicer”), Wells Fargo Bank, National Association, as trustee and as certificate administrator
(in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] 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”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports
(the “Servicer Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant
to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer
to the Certificate Administrator for inclusion in these reports;



		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master
servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master
Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.09 of the
Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in
all material respects during the Relevant Period;





    	 	Exhibit Z-2-1	 



     


    

		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.



[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement)] and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under
the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness
of information and reports, I do not certify anything other than that all fields of information called for in written reports prepared
by the Master Servicer have been properly completed and that any fields that have been left blank on their face have been done
so in accordance with the CREFC procedures for such report.]




    	 	Exhibit Z-2-2	 



     


    

 


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL
ASSOCIATION
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: ]	 
	 	 	 	 







    	 	Exhibit Z-2-3	 



     


    

EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


BBCMS MORTGAGE TRUST 2021-C9 (the “Trust”)


I, [identify the certifying
individual], a [_______________ ] of Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer under
that certain Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity,
the “Special Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”)
and as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of
Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
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 (the “Special Servicer Reports”) required
to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special
Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these
reports;



		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special
Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section 11.09 of the
Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in
all material respects during the Relevant Period;



		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the





    	 	Exhibit Z-3-1	 



     


    

Special Servicer assessment of
compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for
attestation engagements issued or adopted by the PCAOB; and


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.



Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	Special Servicer
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 


 




    	 	Exhibit Z-3-2	 



     


    

EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


BBCMS MORTGAGE TRUST 2021-C9 (The “Trust”)


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity,
the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in
such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and
as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge
and intent that they will rely upon this certification, that:


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee 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 Pooling and Servicing Agreement.


Date:


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 







    	 	Exhibit Z-4-1	 



     


    

EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


BBCMS MORTGAGE TRUST 2021-C9 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”) as Operating Advisor
under that certain Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity,
the “Special Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”)
and as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
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 information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;



		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in





    	 	Exhibit Z-5-1	 



     


    

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 Pooling and Servicing Agreement.


Date:








	 	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: 	 
	 	 	 	 


 




    	 	Exhibit Z-5-2	 



     


    

EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


BBCMS MORTGAGE TRUST 2021-C9 (The “Trust”)


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling
and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and
as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as trustee
and as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to
the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian 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 Pooling and Servicing Agreement.


Date:


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 






    	 	Exhibit Z-6-1	 



     


    

EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


BBCMS MORTGAGE TRUST 2021-C9 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Asset Representations Reviewer”) as
Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of March 1, 2021 (the “Pooling
and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and
as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as trustee
(in such capacity, the “Trustee”) and as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on
behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] 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 information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the
Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
(the “Reports”) (such information provided by the Asset Representations Reviewer, collectively, the “Asset
Representations Reviewer Periodic Information”) have been submitted by the Asset Representations Reviewer to the Master
Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports; and



		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.





    	 	Exhibit Z-7-1	 



     


    

 


Capitalized terms
used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:





	 	PARK BRIDGE LENDER SERVICES LLC, as 

Asset Representations
Reviewer


	 	 
	 	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: 	 
	 	 	 	 


 





    	 	Exhibit Z-7-2	 



     


    

EXHIBIT
AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


The assessment of
compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable
Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall
not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of
the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that
is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	 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.	Certificate Administrator

Master Servicer

Special Servicer
	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.	Certificate Administrator

Master Servicer

Special Servicer
	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

Custodian (as applicable)
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate Administrator

Master Servicer

Special Servicer
	 	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.	Certificate Administrator

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.	Trustee (as applicable)2

Master Servicer

Special Servicer




	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.	Certificate Administrator

Master Servicer

Special Servicer
	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 Exchange Act.	Certificate Administrator

Master Servicer

Special Servicer




1 Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling
and Servicing Agreement during the applicable calendar year.




    	 	Exhibit AA-1	 



     


    

 


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	 Servicing Considerations	 
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
        Certificate Administrator

        Master Servicer

        Special Servicer

	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 (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed 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.	Certificate Administrator

Master Servicer

Special Servicer
	 	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

Operating Advisor (with respect to A and B)
	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.	Custodian

Master Servicer

Special Servicer
	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.	
        Certificate Administrator

        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 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 Reporting Servicer’s records regarding the mortgage loans agree with the Reporting 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




    	 	Exhibit AA-2	 



     


    

 


	 	APPLICABLE SERVICING CRITERIA	APPLICABLE PARTY
	Reference	Criteria	 
	 	 Servicing Considerations	 
	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
	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


 


At all times that
the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


At all times that
the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.




    	 	Exhibit AA-3	 



     


    

EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement
to disclose to the Depositor and the Certificate Administrator (or the Master Servicer to the extent specified in Section 11.04
of the Pooling and Servicing Agreement) 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 net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls 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 Trustee,
the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer, and the
Special Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than a party
or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2021-C9 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer 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.


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

        ●       Item 1121(a)(13)
        of Regulation AB

        ●       Item 1121(a)(14)
        of Regulation AB
	
        ●     Certificate Administrator

        ●     Depositor

         

	
        Item 1A: Asset-Level Information

        ·      
        Item 1111(h) of Regulation AB

        ·      
        Item 1125 of Regulation AB
	   ·     Master Servicer
	
        Item 1B: Asset Representations Reviewer and Investor Communication:

        ●       Item 1121(d)
        of Regulation AB

        ●       Item 1121(e)
        of Regulation AB
	
        ●     Certificate Administrator

        ●     Depositor

        ●     Asset Representations
        Reviewer (with respect to Item 1121(d) of Regulation AB only)





    	 	Exhibit BB-1	 



     


    

 


	Item on Form 10-D	Party Responsible
	Item 2:  Legal Proceedings:	●     Master Servicer (as to itself)
	●      Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	
        ●     Special Servicer
        (as to itself)

        ●     Certificate Administrator
        (as to itself)

        ●     Trustee (as to itself)

        ●     Depositor (as to
        itself)

        ●     Operating Advisor
        (as to itself)

        ●     Any other Reporting
        Servicer (as to itself)

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

        ●     Each Mortgage Loan
        Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)

        ●     Originators under
        Item 1110 of Regulation AB

        ●     Party under Item 1100(d)(1)
        of Regulation AB

	Item 3:  Sale of Securities and Use of Proceeds	●     Depositor
	Item 4:  Defaults Upon Senior Securities	●     Certificate Administrator
	Item 5:  Submission of Matters to a Vote of Security Holders	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

        ●      Item 1112(b)
        of Regulation AB provided, however, that all of the following conditions shall apply:

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

        (b) the information to be reported shall consist of
such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
and quarterly and annual financial statements of the related Borrower (except in the case of an REO
	●     Master Servicer




    	 	Exhibit BB-2	 



     


    

 


	Item on Form 10-D	Party Responsible
	
        Property), received or prepared by the “Party
Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided,
however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most
recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
reported, such information for such prior period; and

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.
	
	
        Item 7: Change in Sponsor Interest in the Securities:

        ●      Item 1124 of
        Regulation AB.
	●       Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

        ●      Item 1114(b)(2)
        and Item 1115(b) of Regulation AB
	●       Depositor
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate Administrator,
        Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible”
        with respect to such information pursuant to Exhibit DD.

        ●     Certificate Administrator
        (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account as of the
        related Distribution Date and the preceding Distribution Date)

        ●     Master Servicer (with
        respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Special
Servicer (with respect to the balance of each REO Account as of





    	 	Exhibit BB-3	 



     


    

 


	Item on Form 10-D	Party Responsible
		the related Distribution Date and the preceding Distribution Date)


        ●     Any other
party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect to Item 1100(e)
of Regulation AB to the extent material to Certificateholders)

	
        Item 10: Exhibits (no. 3):

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)
	   ●     Depositor
	
        Item 10: Exhibits (no. 4):

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate Administrator

        ●     Depositor

        provided that, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in
        the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
        shall be the responsible party.

	
        Item 10: Exhibits (no. 10):

        Material contracts (Exhibit No. 10 of Item 601 of
        Regulation S-K)
	    ●  Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.




    	 	Exhibit BB-4	 



     


    

 


	Item on Form 10-D	Party Responsible
	
        Regulation S-K), but only if the party that
is the “Party Responsible” with respect to Item 5 above elects to publish a report containing the information
required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published
report and answering Item 5 by referencing the published report.
	
	
        Item 10: Exhibits (no. 23):

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
        that is incorporated by reference in the Depositor’s registration statement.
	●      Depositor
	
        Item 10: Exhibits (no. 24)

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K),
        but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of
        a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator
	
        Item 10: Exhibits (no. 99)

        Additional exhibits (Exhibit No. 99 of Item 601 of
        Regulation S-K)
	●     Not Applicable.
	
        Item 10: Exhibits (no. 100)

        XBRL-Related Documents (Exhibit No. 100 of Item 601
        of Regulation S-K).
	●     Not Applicable.
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the 




    	 	Exhibit BB-5	 



     


    

 


	Item on Form 10-D	Party Responsible
		Depositor shall be the responsible party for this Item 10.




    	 	Exhibit BB-6	 



     


    

EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement
to disclose to the Depositor and the Certificate Administrator 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 net operating income information, financial statements, annual operating statements, budgets and/or rent rolls 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 Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence
of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special
Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which
the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series
2021-C9 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer 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.


	Item on Form 10-K 	Party Responsible
	Item 1B:  Unresolved Staff Comments	●      Depositor
	
        Item 9B: Other Information, but
        only to the extent of any information that meets all the following conditions:

        (a) such information constitutes “Additional
        Form 8-K Disclosure” pursuant to Exhibit DD,

        (b) such information is required to be
        reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

        (c) such information was not previously
        reported as “Additional Form 8 K Disclosure” or as “Additional Form 10-D Disclosure”
	●      Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.




    	 	Exhibit CC-1	 



     


    

 


	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 1 of 3 Parts:

        ●      Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.
	●      The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 2 of 3 Parts:

        ●      Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.
	●      Depositor
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 3 of 3 Parts:

        ●      Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

        (a) information shall be required to
        be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

        (b) the information to be reported
shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO
Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO
Property), received or prepared by the “Party Responsible” pursuant to its obligations under
	●      Master Servicer 




    	 	Exhibit CC-2	 



     


    

 


	
           Section
3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor described under
item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and,
if such information for a prior period was required but not previously reported, such information for such prior period; and

        (c) the information shall be reportable
        only to the extent that is has not previously been reported as “Additional Form 10-D Information”.
	
	
        Instruction J(2)(c) (Significant Enhancement
        Provider Information):

        ●     Items 1114(b)(2)
        and 1115(b) of Regulation AB
	●       Depositor
	
        Instruction J(2)(d) (Legal Proceedings):

        ●     Item 1117
        of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
        material to security holders)
	
        ●      Master Servicer (as
        to itself)

        ●      Special Servicer (as
        to itself)

        ●      Certificate Administrator
        (as to itself)

        ●      Trustee (as to itself)

        ●      Depositor (as to itself)

        ●      Trustee/Certificate
        Administrator / Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

        ●      Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

        ●      Originators
        under Item 1110 of Regulation AB

        ●      Party
        under Item 1100(d)(1) of Regulation AB





    	 	Exhibit CC-3	 



     


    

 


 


	
        Instruction J(2)(e) (Affiliations and
        Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

        1119(a) of Regulation AB,

        but only the existence and (if existent)
        how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”),
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust
        and (4) any other party listed under this item as a “Party Responsible”; provided, however, that
        an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
        previously reported as “Additional Form 10-K Disclosure”.

        and

        ●      1119(b)
        of Regulation AB,

        but only the existence and (if
existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered
into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction
with an unrelated third party (apart from the Series 2021-C9 transaction) between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor,
(2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement,
transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
of the applicable Form 10-K if it was disclosed in
	
        ●      Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●      Special
        Servicer

        ●      Certificate
        Administrator

        ●      Trustee

        ●      Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

        ●      Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
        is due.

        ●      Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”





    	 	Exhibit CC-4	 



     


    

 


 


	 the Prospectus or
        if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●       1119(c) of Regulation AB,

        but only the existence and (if existent)
        a description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series
        2021-C9 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
        and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed
        within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.
	         (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        ●      Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

	
        Instruction J(2)(e) (Affiliations and
        Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

        1119(a) of Regulation AB,

        But only the existence and (if
existent) how there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand,
and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was
disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

        	
        ●      Depositor

        ●      Each
        Mortgage Loan Seller





    	 	Exhibit CC-5	 



     


    

	

and

        ●       1119(b)
        of Regulation AB,

        but only the existence and (if existent)
        the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
        the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
        third party (apart from the Series 2021-C9 transaction) between itself (that is, the particular “Party Responsible”),
        on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
        be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
        investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
        was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●       1119(c)
        of Regulation AB,

        but only the existence and (if
existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or related
to the Series 2021-C9 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”)
or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists
or existed within the two prior years, (B) need not be reported if it is not material to an investor’s


	 



 


 



    	 	Exhibit CC-6	 



     


    

 


 


	understanding
of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
or if it was previously reported as “Additional Form 10-K Disclosure”.

	 
	
        Item 15: Exhibits (no. 2):

        Plan of acquisition, reorganization,
        arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●       Depositor
	
        Item 15: Exhibits (no. 3):

        Articles of incorporation and by-laws
        (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●       Depositor
	
        Item 15: Exhibits (no. 4):

        With respect to instruments defining
        the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●       Trustee

        ●       Certificate
        Administrator

        ●       Depositor

        provided, in each case, that
        this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further,
        in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
        then the Depositor shall be the responsible party.

	
        Item 15: Exhibits (no. 10):

        Material contracts (Exhibit No. 10 of
        Item 601 of Regulation S-K)
	●       Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged 



 


 



    	 	Exhibit CC-7	 



     


    




 





	 	       by
    such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

        Statement regarding computation of per
        share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●       Not Applicable.
	
        Item 15: Exhibits (no. 12):

        Statement regarding computation of ratios
        (Exhibit No. 12 of Item 601 of Regulation S-K)
	●       Not Applicable.
	
        Item 15: Exhibits (no. 13):

        Annual report to security holders, Form
        10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●       Not Applicable
	
        Item 15: Exhibits (no. 14):

        Code of Ethics (Exhibit No. 14 of Item
        601 of Regulation S-K).
	●       Not Applicable
	
        Item 15: Exhibits (no. 16):

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)
	●       Not Applicable
	
        Item 15: Exhibits (no. 18):

        Letter re change in accounting principles
        (Exhibit No. 18 of Item 601 of Regulation S-K)
	●       Not Applicable.
	
        Item 15: Exhibits (no. 21):

        Subsidiaries of registrant (Exhibit No.
        18 of Item 601 of Regulation S-K)
	●       Depositor.
	
        Item 15: Exhibits (no.
22):
	●       Not Applicable.





 


 








    	 	Exhibit CC-8	 



     


    

 


	
        Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	
	
        Item 15: Exhibits (no. 23) –
        Part 1 of 2 Parts:

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the
        Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent
        of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and
        Servicing Agreement.
	●       Depositor
	
        Item 15: Exhibits (no. 23) –
        Part 2 of 2 Parts:

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm
        for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
        11.13 of this Pooling and Servicing Agreement.
	
        ●       Master
        Servicer

        ●       Special
        Servicer

        ●       Depositor

        ●       Any
        other Servicing Function Participant

        provided, however,
        in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
        to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	
        Item 15: Exhibits (no. 24)

        Power of Attorney (Exhibit No. 24 of
        Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form
        10-D on behalf of a party, is signed pursuant to a power of attorney.
	●       Certificate Administrator
	
        Item 15: Exhibits (no. 31(i))

        Rule 13a-14(a)/15d-14(a) Certifications
        (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●       Not Applicable




    	 	Exhibit CC-9	 



     


    

 


	
        Item 15: Exhibits (no. 31(ii))

        Rule 13a-14(d)/15d-14(d) Certifications
        (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●       Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

        Section 1350 Certifications (Exhibit
        No. 32 of Item 601 of Regulation S-K).
	●       Not Applicable.
	
        Item 15: Exhibits (no. 33)

        Report on assessment of compliance with
        servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●       Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

        Attestation report on assessment of compliance
        with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●       Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

        Servicer compliance statement (Exhibit
        No. 35 of Item 601 of Regulation S-K).
	●       Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

        Certification For Shelf Offerings of
        Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●       Depositor
	
        Item 15: Exhibits (no. 99)

        Additional exhibits (Exhibit No. 99 of
        Item 601 of Regulation S-K)
	●       Not Applicable.
	
        Item 15: Exhibits (no. 100)

        XBRL-Related Documents (Exhibit No. 100
        of Item 601 of Regulation S-K).
	●       Not Applicable.




    	 	Exhibit CC-10	 



     


    

 


	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●       Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	
        Item 15: Exhibit (no. 101)

        Interactive Data File (Exhibit No. 101
        of Item 601 of Regulation S-K).
	Not Applicable
	
        Item 15: Exhibit (no. 102)

        Asset Data File (Exhibit No. 102 of Item
        601 of Regulation S-K).
	
        ·               Certificate Administrator

        ·               Depositor

	
        Item 15: Exhibit (no. 103)

        Asset Related Document (Exhibit No, 103
        of Item 601 of Regulation S-K).
	
        ·      
        Certificate Administrator

        ·        Depositor



  






    	 	Exhibit CC-11	 



     


    

EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement
to report to the Depositor and the Certificate Administrator 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 Trustee, the Master Servicer and the Special
Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage
Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to conclusively assume that there is no “significant obligor” other than a party or property identified as such in
the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer, or the Special Servicer be required to provide any information for inclusion in a
Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this Series 2021-C9 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer 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.


	Item on Form 8-K	Party Responsible
	Item 1.01:  Entry into a Material Definitive Agreement	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement that satisfies all the following conditions: (a) such amendment or 





    	 	Exhibit DD-1	 



     


    

 


		

               definitive agreement relates to the Trust or one or more Mortgage Loans or REO
Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or
a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party)
has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall
be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03:  Bankruptcy or Receivership	●     Depositor
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or 	
        ●     Depositor

        ●     Certificate
        Administrator





    	 	Exhibit DD-2	 



     


    

 


	an Obligation under an Off-Balance Sheet Arrangement	
        

	Item 3.03:  Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item  6.01:  ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

        ●      Depositor

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●      Certificate
        Administrator

        ●      Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●      Master
        Servicer (as to a party appointed by the Master Servicer)

        ●      Special
        Servicer

        ●     Certificate
        Administrator

        ●     Depositor

	Item 6.03:  Change in Credit Enhancement or External Support	
        ●      Depositor

        ●      Certificate
        Administrator

	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	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

        Underwriting agreement (Exhibit No. 1 of
        Item 601 of Regulation S-K)
	●     Not applicable
	
        Item 9.01(d): Exhibits (no.
2):
	●     Depositor




    	 	Exhibit DD-3	 



     


    

 


	
        Plan of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	
	
        Item 9.01(d): Exhibits (no. 3):

        Articles of incorporation and by-laws (Exhibit
        No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

        With respect to instruments defining the
        rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●      Certificate
        Administrator

        provided that, in each case,
        that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

	
        Item 9.01(d): Exhibits (no. 7):

        Correspondence from an independent accountant
        regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
        S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

        Code of Ethics (Exhibit No. 14 of Item
        601 of Regulation S-K)
	●      Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

        Letter re change in certifying accountant
        (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

        Correspondence on departure of director
        (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

        
        
	●     Not Applicable




    	 	Exhibit DD-4	 



     


    

 


	
        Other documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	N
	
        Item 9.01(d): Exhibits (no. 23):

        Consents of Experts and Counsel (Exhibit
        No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form
        10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

        Power of Attorney (Exhibit No. 24 of Item
        601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
        on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator
	
        Item 15: Exhibits (no. 99)

        Additional exhibits (Exhibit No. 99 of
        Item 601 of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

        XBRL-Related Documents (Exhibit No. 100
        of Item 601 of Regulation S-K).
	●     Not Applicable.


 




    	 	Exhibit DD-5	 



     


    

EXHIBIT
EE



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 ADDRESS IMMEDIATELY BELOW**


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Barclays Commercial Mortgage Securities LLC, Commercial Mortgage Pass-Through Certificates, Series 2021-C9—SEC REPORT PROCESSING


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



Ladies and Gentlemen:


In accordance with
Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, 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:


List of any Attachments hereto to
be included in the Additional Form [10-D][10-K][8-K] Disclosure:




    	 	Exhibit EE-1	 



     


    

 


Any inquiries related
to this notification should be directed to [         ], phone number: [         ];
email address: [           ].



	 	[NAME OF PARTY],

as [role]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 








cc: Depositor




    	 	Exhibit EE-2	 



     


    

EXHIBIT
FF



INITIAL SUB-SERVICERS


	Mortgage Loan Name	Subservicer Name
	My Self Storage Space – Fullerton; Ameriguard Self Storage Portfolio; APC Portfolio; Centennial Hills; Kleppe Greg Business Park; Walgreens Portfolio; Bear Creek Storage	KeyBank National Association
	Chatham Crossing	Grandbridge


 




    	 	Exhibit FF-1	 



     


    

EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


		1.	KeyBank National Association



 


 




    	 	Exhibit GG-1	 



     


    

EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION


BBCMS Mortgage Trust 2021-C9, Commercial
Mortgage Pass-Through Certificates, Series 2021-C9 (the “Trust”)


I, [identifying the
certifying individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer]
[Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer] [Wells Fargo Bank, National Association,
as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the “Certifying Servicer”),
certify to Barclays Commercial Mortgage Securities LLC and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



Date:                                                              


[MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Master Servicer]

[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee]


By:                                                                  

       Name:

       Title:




    	 	Exhibit HH-1	 



     


    

EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


[Name of Reporting
Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable
to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__]
(the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions
covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer,
special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


The Reporting Servicer
has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


Except as set forth
in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


The criteria listed
in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting
Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


The Reporting Servicer
has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting
Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer
has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described
on Schedule B hereto];


The Reporting Servicer
has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[,
except as described on Schedule B hereto]; and


________________________


1       Describe any permissible exclusions, including those permitted under telephone interpretation
17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed
securities that were not required to be issued), if applicable.




    	 	Exhibit II-1	 



     


    

[____], a registered
public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable
servicing criteria for the Reporting Period.


[Date of Certification]





	 	[NAME OF REPORTING SERVICER]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 






    	 	Exhibit II-2	 



     


    

EXHIBIT
JJ



CREFC® PAYMENT INFORMATION


Payments shall be made to “CRE Finance Council”
and sent to:

Commercial Real Estate Finance Council, Inc.

28 West 44th Street, Suite 815

New York, NY 10036

Attn: Executive Director


or by wire transfer to:


Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397




    	 	Exhibit JJ-1	 



     


    

EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


VIA E-MAIL:


To: Wells Fargo Bank, National Association,
as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com


Ref: BBCMS 2021-C9, Additional Debt
Notice for Form 10-D


The following information is being
furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement


	Portfolio


    Name	Mortgage

    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	BBCMS 2021-C9	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS 2021-C9	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS 2021-C9	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


 




    	 	Exhibit KK-1	 



     


    

EXHIBIT
LL



[RESERVED]


 




    	 	Exhibit LL-1	 



     


    

EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


INSTRUCTIONS:


FOR ACCOUNT BALANCE REPORTING: SEND
VIA EMAIL TO:

       CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


FOR ALL OTHER NOTIFICATIONS: SEND
VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) BBCMS 2021-C9—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


RE: **Additional
Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with
Section 11.04 of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, 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:


[With respect to the
Collection Account and REO Account balance information:


	Account Name	Beginning Balance as of MM/DD/YYYY	Ending Balance as of MM/DD/YYYY
	Master Servicer’s Collection Account	 	 
	REO Account	 	 


]


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: [ ].




    	 	Exhibit MM-1	 



     


    




	 	[NAME OF PARTY],

as [role]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 





cc: Depositor


 




    	 	Exhibit MM-2	 



     


    

EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


[Date]


Wells Fargo Bank, National Association

       as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services BBCMS 2021-C9

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2021-C9 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of March 1, 2021, Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer



This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________
(the “Transferor”) to us (the “Transferee”) of $__________________ original principal balance
in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were issued pursuant to
the Pooling and Servicing Agreement.


		1.	Our name and address is as follows:



________________________


________________________


 




    	 	Exhibit NN-1	 



     


    

________________________


 


Contact Info: [Tel/Email]


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:



“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.





	 	Very truly yours,



       (Transferee)
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 






    	 	Exhibit NN-2	 



     


    

EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


To: [Addresses of Recipients]


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



Ladies and Gentlemen:


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset
Review on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion is that there
is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be
sufficient to determine every instance of noncompliance.



		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above,
will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the Pooling and Servicing Agreement.



________________________


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




    	 	Exhibit OO-1	 



     


    

 


	 	PARK
BRIDGE LENDER SERVICES LLC,
        as Asset Representations Reviewer


	 	 
	 	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: 	 
	 	 	 	 









    	 	Exhibit OO-2	 



     


    

Exhibit A


Detailed Scorecard

[Template Example Below]


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Cross-Collateralization	[Insert Test Description]	[Insert Test findings]
	31	Due on Sale or Encumbrance	 	 


 




    	 	Exhibit OO-3	 



     


    

EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY[5]


To: [Addresses of Recipients]


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



Ladies and Gentlemen:


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset
Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion
is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be
sufficient to determine every instance of noncompliance.



		3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the
parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report Summary.



		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the Pooling and Servicing Agreement.



________________________


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




    	 	Exhibit PP-1	 



     


    




	 	PARK
BRIDGE LENDER SERVICES LLC,
        as Asset Representations Reviewer


	 	 
	 	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: 	 
	 	 	 	 


 




    	 	Exhibit PP-2	 



     


    

 


Exhibit A


Summary Scorecard

[Template Example Below]


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	22	Compliance with Usury Laws
	32	Single-Purpose Entity


 




    	 	Exhibit PP-3	 



     


    

EXHIBIT
QQ



ASSET REVIEW PROCEDURES


Subject to the Pooling and Servicing Agreement,
this Exhibit sets forth the Asset Representations Reviewer’s review procedures for each Delinquent Loan based on the information
provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in
the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities
and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


		Step 1	Asset Representations
Reviewer (“ARR”) receives the following items before beginning its review:



		·	CREFC® Delinquent Loan Status Report



		·	Notice of Asset Review Trigger (with attachments)



		·	Notice of Asset Review Vote Election



		·	Notice of Affirmative Asset Review Vote



		·	Asset Review Notice



		·	List of all Subject Loans



		·	Review Materials for each Subject Loan via Secure Data Room access, including the Diligence File



 


		·	Any Unsolicited Information (if applicable)



		Step 2	For
each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what,
if any, Review Materials for such Subject Loan are missing, using the list of documents provided in the definition of “Mortgage
File” of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing
checklist from the origination of such Subject Loan, to guide its review and determination.



		Step 3	If
ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such





    	 	Exhibit QQ-1	 



     


    

missing documents and (i) notifies
the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced
Loans) of such missing documents, and requests that the Master Servicer or the Special Servicer, as the case may be, deliver to
the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing documents are not provided by
the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents from the related Mortgage
Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


		Step 4	For each Subject Loan
for which ARR has received all Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject
Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such Subject
Loan as follows:



		§	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		§	For each representation
and warranty, ARR lists



 







		§	all items from the Review Materials reviewed or used in its testing of such representation and
warranty;




		§	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller; and




		°	if so, stating the aspect of the applicable representation or warranty that does not appear to
have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion;




		°	completing the Asset Review Report by setting forth, for each Subject Loan, the information contemplated
herein with respect to each representation and warranty.



ARR will not attempt (and has no obligation) to determine the materiality
of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated herein.




    	 	Exhibit QQ-2	 



     


    

EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - BBCMS 2021-C9

Email:       trustadministrationgroup@wellsfargo.com


		Attention:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of March
1, 2021 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an authorized
representative of the Depositor][a designee of the Depositor].



		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted
to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it
will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access
information relating to the Mortgage Loans to which the Asset Review relates.



		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed
to have recertified that the representations above remains true and correct.



		4.	[The undersigned is not a Certificateholder,
a beneficial owner or a prospective purchaser of any Certificate.]*



________________________


*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 




    	 	Exhibit RR-1	 



     


    

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.


	 	[NAME OF PARTY],

as [role]
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 





Dated: _______


[Barclays Commercial Mortgage Securities LLC,

as Depositor]*



By: _____________________________
         Name:
         Title:


 




    	 	Exhibit RR-2	 



     


    

EXHIBIT
SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	
        Midland Loan Services, a Division of PNC

        Bank, National Association

        10851 Mastin Street

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2021-C9 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

	 	 


		Attention:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator
hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


		1.	_____     An additional Mortgage Loan has become a Delinquent Loan.



		2.	_____     A Mortgage Loan has ceased to be a Delinquent Loan.



		3.	_____     An Asset Review Trigger has ceased to exist.



(check all
that apply)


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.





	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates,
Series 2021-C9
	 	 	 	 


 




    	 	Exhibit SS-1	 



     


    


 


	 	 
	 	 
	 	By:  	 
	 	 	[Name] 	
	 	 	[Title]	 
	 	 	 	 








 


 




    	 	Exhibit SS-2	 



     


    

EXHIBIT
TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES


[Date]


	
        Barclays Commercial Mortgage Securities LLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Daniel Vinson

        daniel.vinson@barclays.com

         
	
        [CLASS HRR HOLDER]

         

        [OR SUBSEQUENT TRANSFEREE]



 


		Re:	BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9



In accordance with
Section [5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Agreement”),
the Certificate Administrator, as custodian, hereby acknowledges receipt of $[_] of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR]
Certificates in the form of Definitive Certificates (CUSIP No. [_]) in the amount of $[____] as defined in the Agreement, for the
benefit of [____]. A copy of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates is attached as Exhibit A. Payments on
the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates will be made to the registered holder thereto in accordance with the
Agreement.


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 Certificate Administrator
	 	 
	 	By:  	 
	 	 	Name:  	
	 	 	Title: 	 
	 	 	 	 






 





    	 	Exhibit TT-1	 



     


    

SCHEDULE 1



MORTGAGE LOANS WITH ADDITIONAL secured DEBT






		1.	The Atlantic



		2.	MGM Grand & Mandalay Bay



		3.	Crescent Gateway



		4.	Seaport Homes



		5.	McCarthy Ranch



 




    	 	Schedule 1-1	 



     


    

 


SCHEDULE 2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


See Annex E to the Prospectus.




    	 	Schedule 2-1	 



     


    

SCHEDULE 3



DESIGNATED ESCROWS AND RESERVES


 


	Mortgage Loan 

Number	Mortgage Loan Name	Applicable Escrow or 

Reserve (Initial Amount)
	27	Centennial Hills	Upfront TI/LC Reserve ($1,157,294)
	45	Marbeya Business Park	Debt Service Reserve ($47,678.13)


 


 






    	 	Schedule 3-1