Exhibit 4.2


 


EXECUTION
VERSION





	 








 





WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor,



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Servicer,


 


SITUS
HOLDINGS, LLC,

as Special Servicer,


 


COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION,


 


as
Certificate Administrator and Trustee


 





 






 


TRUST
AND SERVICING AGREEMENT



Dated as of December 29, 2021


 


 



 


BXP
Trust 2021-601L,

Commercial Mortgage Pass-Through Certificates, Series 2021-601L


 





	 


 


 




     


     


    




 


	TABLE
    OF CONTENTS
	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS
	 	 
	 	1.1.	Definitions	4
	 	1.2.	Interpretation	55
	 	1.3.	Certain Calculations in Respect of the Mortgage
    Loan, Companion Loans	55
	 	 	 	 
	2.	DECLARATION OF TRUST; ORIGINAL ISSUANCE
    OF CERTIFICATES AND RR INTEREST
	 	 	 
	 	2.1.	Creation and Declaration of Trust; Conveyance
    of the Mortgage Loan	58
	 	2.2.	Acceptance by the Trustee and the Certificate
    Administrator	61
	 	2.3.	Representations and Warranties of the Trustee	64
	 	2.4.	Representations and Warranties of the Certificate
    Administrator	65
	 	2.5.	Representations and Warranties of the Servicer	66
	 	2.6.	Representations and Warranties of the Special
    Servicer	67
	 	2.7.	Representations and Warranties of the Depositor	68
	 	2.8.	Representations and Warranties Contained in
    the Mortgage Loan Purchase Agreement	70
	 	2.9.	Execution and Delivery of Certificates; Issuance
    of Uncertificated Lower Tier Interests	71
	 	2.10.	Miscellaneous REMIC Provisions	71
	 	 	 	 
	3.	ADMINISTRATION AND SERVICING OF
    THE MORTGAGE LOAN
	 	 	 	 
	 	3.1.	Servicer to Act as the Servicer; Special Servicer
    to Act as the Special Servicer	72
	 	3.2.	Sub-Servicing Agreements	75
	 	3.3.	Cash Management Account	76
	 	3.4.	Collection Account, Companion Loan Distribution
    Account and Interest Reserve Account	77
	 	3.5.	Distribution Account	83
	 	3.6.	Foreclosed Property Account	84
	 	3.7.	Appraisal Reductions	85
	 	3.8.	Investment of Funds in the Collection Account
    and The Foreclosed Property Account	88
	 	3.9.	Payment of Taxes, Assessments, etc.	90
	 	3.10.	Appointment of Special Servicer	90
	 	3.11.	Maintenance of Insurance and Errors and Omissions
    and Fidelity Coverage	96
	 	3.12.	Procedures with Respect to Defaulted Whole Loan;
    Realization upon the Mortgaged Property	98
	 	3.13.	Custodian and Trustee to Cooperate; Release
    of Items in Mortgage File	101
	 	3.14.	Title and Management of Foreclosed Property	102


 


 



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	 	3.15.	Sale of the Foreclosed Property	104
	 	3.16.	Sale of the Whole Loan	106
	 	3.17.	Servicing Compensation	109
	 	3.18.	Reports to the Certificate Administrator;
    Account Statements	113
	 	3.19.	[Reserved]	114
	 	3.20.	[Reserved]	114
	 	3.21.	Access to Certain Documentation
    Regarding the Whole Loan and Other Information	114
	 	3.22.	Inspections	115
	 	3.23.	Advances	116
	 	3.24.	Modifications of Loan Documents	120
	 	3.25.	Conflicts of Interests; Mandatory
    Resignation of Servicer or Special Servicer	123
	 	3.26.	Rating Agency Confirmation	123
	 	3.27.	Miscellaneous Provisions	124
	 	3.28.	Companion Loan Intercreditor Matters	125
	 	3.29.	Additional Matters with Respect
    to the Mortgage Loan, any Companion Loan and the Whole Loan	126
	 	 	 	 
	4.	DISTRIBUTIONS AND STATEMENTS TO
    CERTIFICATEHOLDERS
	 	 	 	 
	 	4.1.	Distributions	130
	 	4.2.	Withholding Tax.	135
	 	4.3.	Allocation and Distribution of Yield
    Maintenance Premiums	135
	 	4.4.	Statements to Certificateholders	136
	 	4.5.	Investor Q&A Forum; Investor
    Registry and Rating Agency Q&A Forum	139
	 	 	 	 
	5.	THE CERTIFICATES AND RR INTEREST
	 	 	 	 
	 	5.1.	The Certificates	143
	 	5.2.	Form and Registration	145
	 	5.3.	Registration of Transfer and Exchange
    of Certificates	147
	 	5.4.	Mutilated, Destroyed, Lost or Stolen
    Certificates	154
	 	5.5.	Persons Deemed Owners	154
	 	5.6.	Access to List of Certificateholders’
    Names and Addresses; Special Notices	155
	 	5.7.	Maintenance of Office or Agency	155
	 	 	 	 
	6.	THE DEPOSITOR, THE SERVICER AND
    THE SPECIAL SERVICER
	 	 	 	 
	 	6.1.	Respective Liabilities of the Depositor,
    the Servicer and the Special Servicer	156
	 	6.2.	Merger or Consolidation of the Servicer,
    the Special Servicer or the Depositor	156
	 	6.3.	Limitation on Liability of the Depositor,
    the Servicer, the Special Servicer and Others	156
	 	 	 	 


 






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	 	6.4.	Servicer and Special Servicer
    Not to Resign; Replacement of Servicer or Special Servicer	158
	 	6.5.	Ethical Wall	159
	 	6.6.	Indemnification by the Servicer, the Special
    Servicer and the Depositor	160
	 	 	 	 
	7.	SERVICER TERMINATION EVENTS; TERMINATION
    OF SPECIAL SERVICER WITHOUT CAUSE
	 	 	 
	 	7.1.	Servicer Termination Events; Special Servicer
    Termination Events	161
	 	7.2.	Trustee to Act; Appointment of Successor	167
	 	7.3.	[Reserved]	169
	 	7.4.	Other Remedies of Trustee	170
	 	7.5.	Waiver of Past Servicer Termination Events and
    Special Servicer Termination Events	170
	 	7.6.	Trustee as Maker of Advances	170
	 	 	 	 
	8.	THE TRUSTEE AND THE CERTIFICATE
    ADMINISTRATOR
	 	 	 	 
	 	8.1.	Duties of the Trustee and the Certificate Administrator	171
	 	8.2.	Certain Matters Affecting the Trustee and the
    Certificate Administrator	173
	 	8.3.	Neither the Trustee nor the Certificate Administrator
    is Liable for Certificates, the Mortgage Loan or the Whole Loan	176
	 	8.4.	Trustee and Certificate Administrator May Own
    Certificates	178
	 	8.5.	Trustee’s and Certificate Administrator’s
    Fees and Expenses	178
	 	8.6.	Eligibility Requirements for the Trustee and
    the Certificate Administrator; Errors and Omissions Insurance	180
	 	8.7.	Resignation and Removal of the Trustee or the
    Certificate Administrator	181
	 	8.8.	Successor Trustee or Successor Certificate Administrator	184
	 	8.9.	Merger or Consolidation of the Trustee or the
    Certificate Administrator	184
	 	8.10.	Appointment of Co-Trustee or Separate Trustee	184
	 	8.11.	Appointment of Authenticating Agent	186
	 	8.12.	Appointment of a Custodian	187
	 	8.13.	Indemnification by the Trustee and the Certificate
    Administrator	187
	 	8.14.	Certificate Administrator and Servicer Not Responsible
    for Inconsistent Payment Information	187
	 	8.15.	Access to Certain Information	188
	 	 	 	 
	9.	CERTAIN MATTERS RELATING TO THE
    DIRECTING CERTIFICATEHOLDER
	 	 	 	 
	 	9.1.	Selection and Removal of the Directing Certificateholder	197
	 	9.2.	Limitation on Liability of Directing Certificateholder;
    Acknowledgements of the Certificateholders	199
	 	9.3.	Rights and Powers of the Directing Certificateholder	199
	 	9.4.	Directing Certificateholder Contact with Servicer
    and Special Servicer	201
	 	9.5.	The Risk Retention Consultation Party	202


 






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	10.	TERMINATION	 
	 	 	 	 
	 	10.1.	Termination	203
	 	10.2.	Additional Termination Requirements	204
	 	10.3.	Trusts Irrevocable	205
	 	 	 	 
	11.	MISCELLANEOUS PROVISIONS	 
	 	 	 	 
	 	11.1.	Amendment	205
	 	11.2.	Recordation of Agreement; Counterparts	209
	 	11.3.	Governing Law; Waiver of Trial by Jury; Submission
    to Jurisdiction	209
	 	11.4.	Notices	210
	 	11.5.	Notices to the Rating Agencies	217
	 	11.6.	Severability of Provisions	217
	 	11.7.	Limitation on Rights of Certificateholders	217
	 	11.8.	Certificates Nonassessable and Fully Paid	218
	 	11.9.	Reproduction of Documents	218
	 	11.10.	No Partnership	218
	 	11.11.	Actions of Certificateholders	218
	 	11.12.	Successors and Assigns	219
	 	11.13.	Acceptance by Authenticating Agent, Certificate
    Registrar	219
	 	11.14.	Streit Act	220
	 	11.15.	Assumption by Trust of Duties and Obligations
    of the Mortgage Loan Sellers Under the Loan Documents	220
	 	11.16.	Grant of a Security Interest	220
	 	11.17.	Cooperation with the Mortgage Loan Sellers with
    Respect to Rights Under the Loan Agreement	221
	 	 	 	 
	12.	REMIC ADMINISTRATION	 
	 	 	 	 
	 	12.1.	REMIC Administration	221
	 	12.2.	Foreclosed Property	224
	 	12.3.	Prohibited Transactions and Activities	226
	 	12.4.	Indemnification with Respect to Certain Taxes
    and Loss of REMIC Status	227
	 	 	 	 
	13.	EXCHANGE ACT REPORTING AND REGULATION
    AB COMPLIANCE	 
	 	 	 
	 	13.1.	Intent of the Parties; Reasonableness	227
	 	13.2.	Succession; Sub-Servicers; Subcontractors	228
	 	13.3.	Other Securitization Trust’s Filing Obligations	230
	 	13.4.	Form 10-D Disclosure	230
	 	13.5.	Form 10-K Disclosure	231
	 	13.6.	Form 8-K Disclosure	231
	 	13.7.	Annual Compliance Statements	232
	 	13.8.	Annual Reports on Assessment of Compliance with
    Servicing Criteria	233
	 	13.9.	Annual Independent Public Accountants’
    Servicing Report	234
	 	13.10.	Significant Obligor	235
	 	13.11.	Sarbanes-Oxley Backup Certification	237


 






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	 	13.12.	Indemnification.	237
	 	13.13.	Amendments	238
	 	13.14.	Termination of the Certificate Administrator.	238
	 	13.15.	Notification Requirements and Deliveries in
    Connection with Securitization of a Companion Loan	238


 


 


	EXHIBITS
	 	 
	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class X Certificates
	Exhibit A-3	Form of Class B Certificates
	Exhibit A-4	Form of Class C Certificates
	Exhibit A-5	Form of Class D Certificates
	Exhibit A-6	Form of Class E Certificates
	Exhibit A-7	Form of RR Interest
	Exhibit A-8	Form of Class R Certificates
	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global
    Certificate to Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global
    Certificate to Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation
    S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial
    Owner of Temporary Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate of Non-Book Entry
    Certificate to Temporary Regulation S Global Certificate
	Exhibit H	Form of Transfer Certificate of Non-Book Entry
    Certificate to Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate of Non-Book Entry
    Certificate to Rule 144A Global Certificate
	Exhibit J-1	Form of Affidavit Pursuant to Section 860D(a)(6)(A)
    and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit J-2	Form of Transferor Letter
	Exhibit J-3	Form of ERISA Representation Letter
	Exhibit J-4	Form of Transferee Certificate for Transfers
    of RR Interest
	Exhibit J-5	Form of Transferor Certificate for Transfer
    of RR Interest
	Exhibit J-6	Form of Request of Retaining Sponsor Consent
    for Release of RR Interest
	Exhibit K-1	Form of Investor Certification for Non-Borrower
    Affiliates
	Exhibit K-2	Form of Investor Certification for Borrower
    Affiliates
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N	Form of Certificate Administrator Receipt of
    RR Interest
	Exhibit O	Form of Online Market Data Provider Certificate
	Exhibit P	Form of Investment Representation Letter
	Exhibit Q	CREFC® Payment Information
	Exhibit R-1	Additional Form 10-D Disclosure


 






    -v-


     


    

 


 


	Exhibit R-2	Additional Form 10-K Disclosure
	Exhibit S	Form of Certification of the Risk Retention
    Consultation Parties
	Exhibit T	Form 8-K Disclosure Information
	Exhibit U	Additional Disclosure Notification
	Exhibit V	Initial Sub-Servicers
	Exhibit W	Form of Annual Compliance Statement
	Exhibit X	Form of Report on Assessment of Compliance with
    Servicing Criteria
	Exhibit Y-1	Form of Certification to be Provided to Depositor
    by Servicer
	Exhibit Y-2	Form of Certification to be Provided to Depositor
    by Special Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor
    by Certificate Administrator
	Exhibit Y-4	Form of Certification to be Provided to Depositor
    by Trustee


 




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THIS
TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of December 29, 2021, among Wells Fargo Commercial
Mortgage Securities, Inc. (together with its successors-in-interest, the “Depositor”), Wells Fargo Bank, National
Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and Trustee.


 


INTRODUCTORY
STATEMENT


 


Terms
not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Wells
Fargo Bank, National Association (together with its successors-in-interest, “WFB”), Morgan Stanley Bank, N.A.
(together with its successors-in-interest, “MSBNA”), Citi Real Estate Funding Inc. (together with its successors-in-interest,
“CREFI”) and DBR Investments Co. Limited (“DBRI”), originated a ten-year, fixed-rate, interest-only
mortgage loan (the “Whole Loan”) pursuant to that certain Loan Agreement, dated as of December 10, 2021 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by WFB, MSBNA,
CREFI and DBRI as lenders, and BP/CGCenter I LLC and BP/CGCenter II LLC, each a Delaware limited liability company (individually
or collectively, as the context may require, and together with their respective successors-in-interest and permitted assigns,
the “Borrower”).


 


The
Whole Loan consists of (a) a portion that has an unpaid principal balance as of the Cut-off Date of $426,700,000 (the “Mortgage
Loan”), and is evidenced by the promissory notes designated as Note A-1-S1, Note A-2-S1, Note A-3-S1, Note A-4-S1, Note
B-1, Note B-2, Note B-3 and Note B-4 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented,
consolidated, severed, split or otherwise modified, the “Trust Notes”), and (b) portions that have an
aggregate unpaid principal balance as of the Cut-off Date of $573,300,000 (“Companion Loan”), and are evidenced
by the promissory notes designated as Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4, Note A-2-C1, Note A-2-C2, Note A-2-C3,
Note A-2-C4, Note A-3-C1, Note A-3-C2, Note A-3-C3, Note A-3-C4, Note A-4-C1, Note A-4-C2, Note A-4-C3 and Note A-4-C4 (as the
same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified, the “Companion Notes”). The Trust Notes and the Companion Notes are collectively referred to herein
as the “Notes” and, each, as a “Note”.


 


The
Mortgage Loan was sold and assigned by WFB, Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”), CREFI and
German American Capital Corporation (“GACC”) (collectively, in such capacity, the “Mortgage Loan Sellers”)
to the Depositor pursuant to a mortgage loan purchase agreement, dated as of December 17, 2021 (the “Mortgage Loan Purchase
Agreement”), among the Mortgage Loan Sellers and the Depositor. The Companion Loans are not part of the Trust Fund.
The relative rights of the respective lenders in respect of the Mortgage Loan are set forth in a co-lender agreement dated as
of December 10, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender Agreement”),
among the holders of the Trust Notes and the holders of the Companion Loan Notes. From and after the Closing Date, the entire
Mortgage Loan is to be serviced and administered in accordance with this Agreement.


 






     


     


    

 


As
provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions
of the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier
REMIC” and the “Lower-Tier REMIC” and, each, a “Trust REMIC”). Each Class of Regular Certificates
will represent a single Class of “regular interests” in the Upper-Tier REMIC, as further described herein. Each Class
of Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier-REMIC
as further described herein. The Class R Certificates will evidence the sole Class of “residual interests” in each
of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 


In
exchange for the Mortgage Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A,
Class X, Class B, Class C, Class D and Class E Certificates (collectively, the “Non-Retained Certificates”)
and the RR Interest, the Class R Certificates (together with the Non-Retained Certificates and the RR Interest, the “Certificates”),
which Certificates in the aggregate will evidence the entire ownership interest in the Trust. The Trust Fund consists principally
of the Mortgage Loan, the Mortgage, the Loan Documents and the Co-Lender Agreement (exclusive of the rights of the Companion Loan
Holders thereunder) and all payments under, and proceeds of, the Mortgage Loan from and after the Cut-off Date.


 


The
Depositor intends to sell the Certificates (other than the RR Interest) to the Initial Purchasers, and the Depositor intends to
sell the RR Interest to Wells Fargo, MSBNA, DBRI and CREFI, in an offering exempt from the registration requirements of the federal
securities laws.


 


UPPER-TIER
REMIC


 


As
further described in Section 2.10, the Class A, Class X, Class B, Class C, Class D and Class E
Certificates and the RR Interest will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The
Class UT-R Interest will constitute the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder,
and will be evidenced by the Class R Certificates. The following table sets forth the class designation, the Pass-Through
Rate and the aggregate principal balance of each Class of Principal Balance Certificates (each, the “Original Certificate
Balance”) or the initial notional balance of the Class X Certificates (the “Original Notional Amount”),
as applicable, for each Class of Certificates and the Class UT-R Interest comprising the interests in the Upper-Tier REMIC
created hereunder:


 


	Class

Designation 
	Pass-Through
Rate 

        (per
annum) 


	Original
Certificate Balance or Notional Amount 

	Class A	2.61800%	$124,545,000
	Class X	(1)	$168,530,000(1)
	Class B	 (2)	$43,985,000
	Class C	 (2)	$97,850,000
	Class D	 (2)	$109,250,000
	Class E	 (2)	$29,735,000
	RR
    Interest	(3)	$21,335,000
	Class
    R	None(4)	None(4)



 





 



 






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		(1)	The
                                         Class X Certificates will not have a Certificate Balance and will not be entitled to
                                         receive distributions of principal. Interest will accrue on such Class at the Class X
                                         Pass-Through Rate on the Notional Amount thereof. The Notional Amount of the Class X
                                         Certificates will be equal to the aggregate of the Certificate Balances of the Class
                                         A and Class B Certificates. The Class X Pass-Through Rate for any Certificate Interest
                                         Accrual Period is the weighted average of the Class X Strip Rates for the Class A and
                                         Class B Certificates.



 


		(2)	The
                                         Pass-Through Rate applicable to each of the Class B, Class C, Class D and Class E Certificates
                                         will be a per annum rate equal to the weighted average of the Net Trust Note Rates.
                                         During the initial Certificate Interest Accrual Period, it is expected that the Pass-Through
                                         Rate for the Class B, Class C, Class D and Class E Certificates will each equal approximately
                                         2.77546%.



 


		(3)	Although
                                         it does not have a specified Pass-Through Rate, the effective interest rate of the RR
                                         Interest (the “RR Interest Rate”) for any Distribution Date will be
                                         a per annum rate equal to the weighted average of the Net Trust Note Rates.



 


		(4)	The
                                         Class UT-R Interest (evidenced by the Class R Certificates) will not have a
                                         Certificate Balance, will not bear interest and will not be entitled to distributions
                                         of Yield Maintenance Premiums. Any Aggregate Available Funds remaining in the Upper-Tier
                                         Distribution Account, after all required distributions under this Agreement have been
                                         made to each other Class of Certificates and the Class LT-R Interest, will be distributed
                                         to the Holders of the Class R Certificates in respect of the Class UT-R Interest.



 


LOWER-TIER
REMIC


 


The
Class LA, Class LB, Class LC, Class LD, Class LE and Class LRRI Uncertificated Interests will evidence
“regular interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will constitute the sole
Class of “residual interests” in the Lower-Tier REMIC created hereunder and will be evidenced by the Class R
Certificates. The following table sets forth the initial Lower-Tier Principal Amounts and Pass-Through Rates for the Uncertificated
Lower-Tier Interests and the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created hereunder:


 


	Class

Designation 
	Pass-Through
Rate/RR Interest Rate 
	Original
Lower-Tier

Principal Amount 

	Class LA 	(1)	$124,545,000
	Class LB 	(1)	$168,530,000
	Class LC 	(1)	$43,985,000
	Class LD 	(1)	$97,850,000
	Class LE 	(1)	$109,250,000
	Class
    LRRI 	(1)	$29,735,000
	Class LT-R 	None	None(2)



 





 







		(1)	For
                                         any Distribution Date, the Pass-Through Rate for each of these Uncertificated Lower-Tier
                                         Interests (other than the Class LRRI Uncertificated Interest) shall be the weighted average
                                         of the Net Trust Note Rates of the Trust Notes for such Distribution Date, or in the
                                         case of the Class LRRI Uncertificated Interest, the RR Interest Rate as described below.



 


		(2)	The
                                         Class LT-R Interest (evidenced by the Class R Certificates) will not have a
                                         Certificate Balance, will not bear interest and will not be entitled to distributions
                                         of Yield Maintenance Default Premiums. Any Aggregate Available Funds constituting assets
                                         remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution
                                         Amount shall be distributed to the Holders of the Class R Certificates in respect
                                         of the Class LT-R Interest (but only to the extent of the Aggregate Available Funds for
                                         such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).



 






    -3-


     


    

 


The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loan to flow through to the Upper-Tier REMIC
as cash flow on a REMIC regular interest, without creating any shortfall, actual or potential (other than for credit losses),
to any REMIC regular interest. 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 11.1 of this Agreement.


 


All
covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee
as Holder of the Uncertificated Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.


 


W
I T N E S S E T H  T H A T:


 


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


 


1.           DEFINITIONS


 


1.1.           
Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall
have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms, as the
context may require.


 


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


 


“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider that will initially be
located within the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page
relating to this transaction, access to which is limited to the Depositor and NRSROs who have provided an NRSRO Certification
to the 17g-5 Information Provider. Such website shall provide means of navigation for the Depositor and each NRSRO (including
the Rating Agencies) to the portion of the Certificate Administrator’s Website available to Privileged Persons.


 


“A
Notes”: Note A-1-S1, Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4, Note A-2-S1, Note A-2-C1, Note A-2-C2, Note
A-2-C3, Note A-2-C4, Note A-3-S1, Note A-3-C1, Note A-3-C2, Note A-3-C3, Note A-3-C4, Note A-4-S1, Note A-4-C1, Note A-4-C2, Note
A-4-C3 and Note A-4-C4.


 


“Acceptable
Insurance Default”: Any default arising when the Loan Documents require that the Borrower must maintain all risk casualty
insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined,
in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is


 






    -4-


     


    

 


not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has
been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate. Each of the Servicer
(at its own expense) and the Special Servicer (as a Trust Fund Expense) shall be entitled to rely on insurance consultants in
making the determinations described in this definition.


 


“Accepted
Servicing Practices”: As defined in Section 3.1.


 


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Mortgaged Property.


 


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


 


“Additional
Compensation”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(iv)
and 3.4(c)(v)), Assumption Fees, Assumption Application Fees, defeasance fees, substitution fees, release fees, Modification
Fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands,
loan processing fees, review fees and similar fees and expenses to which the Servicer and the Special Servicer, as applicable,
are entitled (to the extent permitted by (or not otherwise prohibited by) and specifically allocated to such amounts in accordance
with the terms of the Loan Documents or pursuant to this Agreement) and any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account, the Foreclosed Property Account and any Reserve Account pursuant
to Section 3.8 of this 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 to this Agreement as Exhibit U.


 


“Additional
Form  10-D Disclosure”: The information described in the Form 10-D items set forth under the “Item
on Form  10-D” column on Exhibit R-1 hereto.


 


“Additional
Form 10-K Disclosure”: The information described in the Form 10-K items set forth under the “Item on
Form 10-K” column on Exhibit R-2 hereto.


 


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Whole Loan and each Person who is
not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Whole Loan
as of any date of determination.


 


“Administrative
Advances”: As defined in Section 3.23(b).


 


“Advance”:
Any Administrative Advance, Monthly Payment Advance or Property Protection Advance.


 


“Advance
Rate”: As defined in Section 3.23(d).


 






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“Adverse
REMIC Event”: As defined in Section 12.1(j).


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), a Loan Party or the Depositor, as applicable, to determine whether any Person is an
Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, a Loan Party or the Depositor.


 


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


 


“Aggregate
Available Funds”: On each Distribution Date, with respect to the Mortgage Loan, an amount equal to (i) all amounts
(other than Yield Maintenance Premiums) received in respect of the Mortgage Loan during the related Collection Period or advanced
in respect of interest with respect to such Distribution Date (including, without limitation, any Repurchase Price for the Mortgage
Loan or purchase price of the Mortgage Loan received by the Trust, Condemnation Proceeds, Insurance Proceeds and/or Liquidation
Proceeds received by the Trust), and with respect to the first Distribution Date only, the Closing Date Deposit Amount, plus (ii) if
such Distribution Date is the Distribution Date occurring in March of each year (or February, if such Distribution Date is the
final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve Account for such Distribution Date, minus
(iii) an amount equal to the applicable Withheld Amount in the case of the February Distribution Date and any January Distribution
Date occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date),
minus (iv) other Trust Fund Expenses and certain other amounts and any portion of such amounts received in respect of the
Mortgage Loan that are required to be distributed to the Companion Loan Holders pursuant to the terms of the Co-Lender Agreement
and any other Aggregate Available Funds Reduction Amount for such Distribution Date.


 


“Aggregate
Available Funds Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date
or during the related Collection Period from the Collection Account pursuant to Section 3.4(c).


 


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Applicable
Banking Law”: As defined in Section 8.2(d).


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant


 






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engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Appraisal”:
With respect to the Mortgaged Property or Foreclosed Property, an appraisal of the Mortgaged Property or Foreclosed Property,
conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent
Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal
Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal
Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided, that
after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial
Appraisal shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained
pursuant to the terms of this Agreement shall include a valuation using the “income capitalization – discounted
cash flow approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser.
All calculations under this Agreement requiring that a “value” or “appraised value” be used with respect
to the Mortgaged Property or Foreclosed Property (as applicable) shall use the most recently determined appraised value set forth
in an Appraisal (or update thereof) unless a different valuation is specifically required (such as the appraised value of the
Mortgaged Property as of the Origination Date). With respect to any Appraisal Reduction Amount calculated for purposes of determining
an Appraisal Reduction Event, the appraised value (as determined by an updated Appraisal) of the Mortgaged Property will be determined
on an “as-is” basis, based upon the current physical condition, use and zoning of the Mortgaged Property as of the
date of the Appraisal.


 


“Appraisal
Reduction Amount”: As of any date of determination, an amount equal to the excess of (i) the outstanding principal
balance of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note at the Note Rate,
(B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances at the Advance Rate
in respect of the Whole Loan or Mortgaged Property and interest on all Companion Loan Advances under any Other Pooling and Servicing
Agreement, (C) the amount of any Advances and interest on the Advances previously reimbursed from principal collections on
the Whole Loan that have not otherwise been recovered from the Borrower, (D) all currently due and unpaid real estate taxes
and assessments and insurance premiums and all other amounts, including, if applicable, ground rent, due and unpaid in respect
of the Mortgaged Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the
extent not duplicative of the amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then
due under this Agreement over (ii) the sum of (A) 90% of the appraised value (as determined by an Appraisal) of the
Mortgaged Property less the amount of any liens (exclusive of Permitted Encumbrances) on the Mortgaged Property senior to the
lien of the Loan Documents plus (B) any escrows with respect to the Whole Loan, including for taxes, insurance premiums and
ground rent, if any. If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates
of any Appraisals have been obtained or conducted or (B) the Special Servicer has knowledge of any adverse material change
in the market or condition or value of the Mortgaged Property since the date of such Appraisal that would materially and adversely
affect the value of the Mortgaged Property, and (iii) no new Appraisal has been obtained or conducted on the Mortgaged Property


 






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within
60 days after the Appraisal Reduction Event, then until each new Appraisal is conducted, the Appraisal Reduction Amount for the
Mortgaged Property will be deemed to be equal to 25% of the outstanding principal balance of the Whole Loan; provided that such
deemed Appraisal Reduction Amounts shall not be allocated to any Class of Certificates for purposes of (x) determining whether
a Control Event or Consultation Termination Event has occurred and is continuing or (y) allocating Voting Rights. Any Appraisal
Reduction Amount in respect of the Whole Loan shall be allocated first to the Trust B Notes, on a pro rata and pari
passu basis, up to their respective outstanding principal balances, and then to the A Notes on a pro rata and
pari passu basis, up to their respective outstanding principal balances. Upon receipt or performance of the new Appraisal
by the Special Servicer, the Appraisal Reduction Amount for the Mortgaged Property or Foreclosed Property, as the case may be,
will be recalculated as described above.


 


“Appraisal
Reduction Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in
respect of the Balloon Payment) occurs in respect of the Mortgage Loan or the Whole Loan, (ii) 90 days after an uncured delinquency
occurs in respect of the Balloon Payment for the Mortgage Loan or the Whole Loan unless a refinancing or sale is anticipated within
120 days after the Maturity Date of the Mortgage Loan or the Whole Loan (as evidenced by a written refinancing commitment from
an acceptable lender or sale agreement that is in either case reasonably satisfactory in form and substance to the Servicer which
provides that such refinancing or sale will occur within 120 days after the Maturity Date), in which case 120 days after such
uncured delinquency, (iii) 60 days after a reduction in Monthly Payments with respect to the Mortgage Loan or the Whole Loan
or a material adverse economic change with respect to the terms of the Mortgage Loan or the Whole Loan has become effective, (iv) 60
days after an extension of the Maturity Date of the Mortgage Loan or the Whole Loan (except for an extension within the time periods
described in clause (ii) above), (v) immediately after a receiver has been appointed in respect of the Mortgaged
Property on behalf of the Trust or any other creditor, (vi) immediately after the Borrower declares, or becomes the subject
of, bankruptcy, insolvency or similar proceedings, admits in writing the inability to pay its debts as they come due or makes
an assignment for the benefit of creditors, or (vii) immediately after the Mortgaged Property becomes a Foreclosed Property.


 


“Asset
Status Report”: As defined in Section 3.10(i).


 


“Assignment
of Management Agreement”: With respect to the Mortgaged Property, as defined in the Loan Agreement.


 


“Assignment
of Mortgage”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument,
in recordable form, which is sufficient under the laws of the jurisdiction in which the Mortgaged Property is located to reflect
of record the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the
Trustee, the Certificate Administrator, the Servicer and the Special Servicer shall not be responsible for determining whether
any such assignment is legally sufficient or in recordable form.


 


“Assumed
Monthly Payment”: For any Distribution Date (including any Distribution Date following a delinquency in the payment
of the Balloon Payment or foreclosure upon the Mortgaged Property or acceptance by the Trustee on behalf of the Trust and the


 






    -8-


     


    

 


Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan), shall be equal to the scheduled
monthly payment of interest that would have been due in respect of the Mortgage Loan on its Maturity Date (excluding the principal
portion of the Balloon Payment and Default Interest) and each subsequent Payment Date (or Assumed Payment Date) if the Mortgage
Loan had been required to continue to accrue interest in accordance with its terms (other than Default Interest), in effect immediately
prior to, and without regard to the occurrence of the Maturity Date or the occurrence of a foreclosure upon the Mortgaged Property
or acceptance by the Trustee on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable
conversion of the Whole Loan, in respect of the Mortgage Loan on the last Payment Date (or Assumed Payment Date) prior to its
foreclosure or acceptance of a deed-in-lieu, in each case as such terms may have been modified, and such Maturity Date may have
been extended, in connection with a bankruptcy or similar proceeding involving the Borrower or otherwise or a modification, waiver
or amendment granted or agreed to by the Servicer or the Special Servicer.


 


“Assumed
Payment Date”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the
Balloon Payment or the foreclosure of the Mortgaged Property or acceptance by the Trustee on behalf of the Trust Fund and the
Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgaged Property, the date that would
have been the Payment Date in such calendar month if the delinquency in the payment of the Balloon Payment or the foreclosure
of the Mortgaged Property or acceptance by the Trustee on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu
of foreclosure or comparable conversion of the Mortgaged Property had not occurred.


 


“Assumption
Application Fees”: With respect to the Whole Loan, any and all assumption application fees actually paid by or on behalf
of the Borrower in accordance with the Loan Documents, with respect to any application submitted to the Servicer or the Special
Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in the Borrower.


 


“Assumption
Fees”: Any and all assumption fees actually paid by or on behalf of the Borrower in accordance with the Loan Documents,
with respect to any assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid by or on
behalf of the Borrower with respect to any transfer of an interest in the Borrower.


 


“Authenticating
Agent”: As defined in Section 8.11(a).


 


“Balloon
Payment”: The payment of the outstanding principal balance of the Whole Loan, Mortgage Loan or a Companion Loan, as
applicable, together with all unpaid interest, due and payable on the Maturity Date or such other date on which the outstanding
principal balance of the Whole Loan, the Mortgage Loan or a Companion Loan becomes due and payable, whether by declaration of
acceleration, or otherwise.


 


“Beneficial
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each


 






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of the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, shall have the right to require,
as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide
an Investor Certification.


 


“Borrower”:
As defined in the Introductory Statement.


 


“Borrower
Affiliate”: Any of the Borrower, the Borrower Sponsor, the Guarantor, the Property Manager, the general partner or managing
member of any of the foregoing or any of their respective Control Affiliates.


 


“Business
Day”: Any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, Concord,
California, San Francisco, California, Charlotte, North Carolina, Bethesda, Maryland, Houston, Texas, or the place of business
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the financial institution that maintains the
Collection Account, the Foreclosed Property Account or any Reserve Accounts for the Mortgage Loan, the New York Stock Exchange
or the Federal Reserve Bank of New York is not open for business.


 


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


 


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


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S. C. §§ 9601 et seq.,
as amended.


 


“Certificate”:
Any Class A, Class X, Class B, Class C, Class D, Class E or Class R Certificate or RR Interest.


 


“Certificate
Administrator”: Computershare Trust Company, National Association, as certificate administrator, or if any successor
certificate administrator is appointed as herein provided, such certificate administrator. Computershare Trust Company,
National Association will perform its obligations through its Corporate Trust Services division.


 


“Certificate
Administrator Fee”: With respect to the Mortgage Loan and for any Distribution Date, an amount accrued during the related
Whole Loan Interest Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Mortgage
Loan as of the close of business on the Distribution Date in such Whole Loan 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 Mortgage Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator
Fee, namely the Trustee Fee, shall be payable to the Trustee. For the avoidance of doubt, the Certificate Administrator Fee shall
be deemed to be payable from the Lower-Tier. For the avoidance of doubt, the Certificate Administrator shall be deemed to be payable
from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”: With respect to the Mortgage Loan, a rate equal to 0.006% per annum, calculated on the
same interest accrual basis as the Mortgage Loan.


 






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A portion of the Certificate Administrator Fee Rate shall constitute the Trustee
Fee Rate and shall be payable to the Trustee.


 


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


 


“Certificate
Balance”: With respect to any outstanding Class of Sequential Pay Certificates or the RR Interest at any date, an amount
equal to the Original Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all
amounts distributed to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as
allocable to principal and (b) the aggregate amount of Non-RR Interest Realized Losses and RR Interest Realized Losses, as
applicable, allocated to such Class of Certificates or the RR Interest, as applicable, if any, pursuant to Section 4.1(h).
With respect to any individual Certificate in any such Class, the product of (x) the Percentage Interest represented by such
Certificate multiplied by (y) the Certificate Balance of such Class.


 


“Certificate
Interest Accrual Period”: With respect to any Distribution Date and with respect to each Class of Offered Certificates
(as well as for the RR Interest), the calendar month preceding the month in which such Distribution Date occurs.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate (including the RR Interest), the Person in whose name a Certificate
is registered in the Certificate Register maintained pursuant to this Agreement (including, solely for the purposes of providing,
distributing or otherwise making available any reports, statements or other information pursuant to this Agreement, Beneficial
Owners of Certificates to the extent the Person providing, distributing or making available such information has received an Investor
Certification that such Person is a Beneficial Owner), except that for the purpose of giving any consent or taking any action
(including, without limitation, selecting or appointing a Directing Certificateholder) pursuant to this Agreement, any Certificate
(including the RR Interest) beneficially owned by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
any Borrower Affiliate, the Property Manager or any of their sub-servicers or respective Affiliates or agents shall be deemed
not to be outstanding and the Voting Rights to which it is entitled and the Certificate Balance of such Certificate shall not
be taken into account in determining whether the requisite percentage of Voting Rights and/or of the Certificate Balance of the
Certificates or any Class of Certificates necessary to effect any such consent or take any such action has been obtained; provided
that the foregoing limitation will not be construed so as to limit or prevent a Controlling Class Certificateholder or the
Directing Certificateholder, solely based on it being an Affiliate of the Special Servicer, from exercising any appointment, consent
or consultation rights it may have under this Agreement solely in its capacity as Controlling Class Certificateholder or
Directing Certificateholder (unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing Certificateholder
is the Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate, any party restricted from disclosing applicable
privileged information (a “Restricted Party”), the Property Manager or any of the sub-servicers or respective
Affiliates or agents of the foregoing). Notwithstanding the foregoing, for purposes of obtaining the consent of


 






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Certificateholders
to an amendment of this Agreement, any Certificate (including the RR Interest) beneficially owned by the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer or any of their respective Affiliates shall be deemed to be outstanding; provided that such amendment does not relate to the termination of, increase in compensation of or material reduction in obligations
of, the Trustee, the Certificate Administrator, the Servicer, Special Servicer or any of their Affiliates (other than solely in
its capacity as a Certificateholder) in any material respect, in which case such Certificate shall be deemed not to be outstanding.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer as
described in Section 7.1(e), the Holders of the Sequential Pay Certificates or the RR Interest evidencing at least
50% of the aggregate Voting Rights (taking into account the application of any Realized Losses and the application of any Trust
Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to the terms of this Agreement)
of all Sequential Pay Certificates and the RR Interest.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical and numerical class designation, and each
Uncertificated Lower-Tier Interest.


 


“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class A
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-3 hereto and designated as a Class B Certificate.


 


“Class B
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class C Certificate.


 


“Class C
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-5 hereto and designated as a Class D Certificate.


 


“Class D
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 






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“Class E
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class E Certificate.


 


“Class E
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class LA
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LB
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LC
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LD
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LE
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LT-R
Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R
Certificates.


 


“Class
LRRI Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-8 hereto and designated as a Class R Certificate. The Class R Certificates have neither
a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will evidence the Class LT-R and Class UT-R
Interests.


 


“Class
UT-R Interest”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class
R Certificates.


 


“Class X
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-2 hereto and designated as a Class X Certificate.


 


“Class X
Pass-Through Rate”: The Pass-Through Rate for Class X Certificates for any Distribution Date will equal the weighted
average of the Class X Strip Rates for the Class A


 






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and Class B Certificates. The Pass-Through Rate applicable to the Class X Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X
Strip Rate”: As to the Class A and Class B Certificates for any Distribution Date, the excess, if any, of (a) the
weighted average of the Net Trust Note Rates for such Distribution Date over (b) the Pass-Through Rate for such Class of
Certificates for such Distribution Date.


 


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


 


“Clearstream”:
As defined in Section 5.2(a).


 





“Closing Date”: December 29, 2021. 




 


“Closing
Date Deposit Amount”: An amount equal to $1,025,866.92, which is equal to thirty-one (31) days’ gross interest on the Mortgage Loan, which the Loan Sellers (on behalf of the Depositor) shall transfer to the Servicer for deposit into the Collection Account on the Closing Date.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply
to the Trust Fund.


 


“Co-Lender
Agreement”: As defined in the Introductory Statement.


 


“Collateral”:
Collectively, (i) the Mortgage, which creates a first priority lien on the Borrower’s fee and leasehold interest comprising
the Mortgaged Property (including, among other things, the Borrower’s interests in improvements, easements, fixtures, personal
property, leases, rents, insurance proceeds, security deposits, condemnation awards, Reserve Accounts, escrow accounts, the Cash
Management Account and the Lockbox Account, in each case, with respect to the Mortgaged Property) and (ii) the other Loan
Documents, which include (a) a first priority assignment of (subject to Permitted Encumbrances) the Borrower’s interests
in the leases and rents from the Mortgaged Property, (b) an assignment of the Borrower’s rights under the Management Agreement
together with subordination and attornment by the Property Manager under the Management Agreement; and (c) certain other assets
of the Borrower.


 


“Collection
Account”: As defined in Section 3.4(a).


 


“Collection
Period”: (i) With respect to the first Distribution Date following the Closing Date, the period commencing on and
including the Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with
respect to any other Distribution Date, the period commencing on and including the day immediately following


 






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the Determination
Date relating to the preceding Distribution Date and ending on and including the Determination Date relating to such Distribution
Date.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Loan”: As defined in the Introductory Statement.


 


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


 


“Companion
Loan Distribution Account”: As defined in Section 3.4(a).


 


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


 


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


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable
Companion Loan 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 such Companion Loan Securities
(if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from
a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.28(b) of this Agreement, the requirement for the Companion Loan Rating Agency
Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply. With respect to any
matter affecting any Companion Loan, so long as such Companion Loan (or any portion thereof) is included in an Other Securitization
Trust, any Rating Agency Confirmation will also refer to confirmation in writing (which may be in electronic format) 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 securities backed by such Companion Loan or any
portion thereof (if then rated by such rating agency); provided that a written waiver (which may be in electronic format) or other
acknowledgment from such rating agency indicating its decision not to review or to decline to review the matter for which the
Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the rating
agency with respect to such matter.


 


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


 






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“Companion
Notes”: As defined in the Introductory Statement.


 


“Condemnation
Proceeds”: The portion of the Net Proceeds relating to a Condemnation (as defined in the Loan Agreement).


 


“Confidential
Information”: With respect to the Servicer or the Special Servicer, as applicable, all material non-public information
obtained in the course of and as a result of such Person’s performance of its duties as Servicer or Special Servicer, as
applicable, with respect to the Whole Loan, the Loan Parties and the Mortgaged Property, unless such information (i) was
already in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person
from a source other than its activities as Servicer or Special Servicer, as applicable, (iii) is or becomes generally available
to the public other than as a result of a disclosure by the Servicer Servicing Personnel or Special Servicer Servicing Personnel
or (iv) is required to be disclosed by a court or administrative order or lawful discovery demand, provided such Person shall
use reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate
Administrator shall be permitted to comply with their respective obligations hereunder to make information available to the extent
that such information was received by it in its capacity as Trustee or Certificate Administrator, as applicable.


 


“Consultation
Termination Event”: The date on which the Class E Certificates no longer have a then-outstanding Certificate Balance
at least equal to 25% of the initial Certificate Balance of such Class, without regard to the application of any Trust Appraisal
Reduction Amounts.


 


“Control
Affiliate”: As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling,
Controlled by or under common Control with, such Person in question. As used solely in this definition of “Control Affiliate”,
“Control” means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial
ownership interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “Controlling” and “under common Control with” have the respective correlative meanings to such
terms. The Trustee and/or the Certificate Administrator may obtain and rely upon a certification of the Borrower to determine
whether any Person is a Control Affiliate.


 


“Control
Event”: With respect to any date of determination, if the Certificate Balance of the Class E Certificates on such
date (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class) is less than 25% of the initial Certificate Balance of such Class.


 


“Controlling
Class”: The Class E Certificates. No other Class of Certificates will be eligible to act as a Controlling Class
or appoint a Directing Certificateholder. If a Consultation Termination Event has occurred, there shall be no Controlling Class
and no Directing Certificateholder.


 


“Controlling
Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar,


 






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from time to time, upon request by any party hereto. The Trustee, the Servicer or
the Special Servicer 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 Beneficial Owners, if applicable) of the Controlling Class and the Certificate Administrator
shall promptly provide such list without charge to such Trustee, Servicer or Special Servicer, as applicable. The Trustee, the
Servicer and the Special Servicer shall be entitled to rely on any such list so provided. Notwithstanding the foregoing, for purposes
of determining the Directing Certificateholder, exercising any rights of the Controlling Class or the Directing Certificateholder
or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder
of any interest in a Controlling Class Certificate who is a Borrower Affiliate, the Property Manager or an agent or Affiliate
of the foregoing, or is a Restricted Party, will not be deemed to be a Holder of the related Controlling Class and will not be
entitled to exercise such rights or receive such information, and any Directing Certificateholder previously appointed or selected
by such holder will thereafter not be entitled to exercise any rights of the Directing Certificateholder. If, as a result of the
preceding sentence, no Holder of Controlling Class Certificates would be eligible to exercise such rights, there will be no Directing
Certificateholder or Controlling Class.


 


“Controlling
Persons”: As defined in Section 6.3(a).


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable,
at which at any particular time its corporate trust business shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to the Certificate Administrator for Certificate transfers and surrenders,
at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415, Attention: CTS: Certificate Transfer Services
(CMBS) BXP 2021-601L; and (iii) with respect to the Trustee and Certificate Administrator for all other purposes, at 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BXP 2021-601L, or the principal corporate
trust office of any successor Trustee or Certificate Administrator, as applicable, qualified and appointed pursuant to Section 8.8.


 


“Credit
Risk Retention Rules”: The joint final rule that was promulgated to implement 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 (which such
joint final rule has been codified, inter alia, at 12 C.F.R. § 43), as such rule may be amended from time to
time, and subject to such clarification 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 Credit
Risk Retention Rules shall mean the subsection of the Credit Risk Retention Rules identified with the same corresponding number
as the referenced “Section”. For example, “Section 7 of the Credit Risk Retention Rules” means 12 C.F.R.
§ 43.7.


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any association or organization that is a successor thereto. If
neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer
to such other association or organization as may


 






    -17-


     


    

 


exist whose principal membership consists of servicers, trustees, issuers, placement
agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such
association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the
establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing
them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If
an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®”
shall be deemed to refer to such other association or organization as shall be reasonably acceptable to the Servicer, the Special
Servicer, the Certificate Administrator, and the Trustee.


 


“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 and, insofar as
it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


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


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Bond Level File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the
CREFC® Website, or such other form for the presentation of such information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 






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“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or 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 and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“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”: A report substantially in the form
of, and containing the information called for in, the downloadable form of the “Historical Loan Modification Forbearance
and Corrected Mortgage Loan 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Intellectual Property Royalty License Fee”: A fee, payable on a monthly basis, computed for the same period and
on the same interest accrual basis at which any related interest payment due or deemed due on the Mortgage Loan is computed at
the CREFC® Intellectual Property Royalty License Fee Rate (prorated for partial periods).


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Mortgage Loan, a rate of 0.0005% 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.”


 






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“CREFC®
License Agreement”: The CREFC® Intellectual Property Royalty 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 substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer.


 


“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 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“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 and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” available 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is acceptable
to the Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with
the methodology described in such form to


 






    -20-


     


    

 


“normalize” the full year and year-to-date net operating income and debt
service coverage numbers used in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Mortgaged Property substantially in
the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis 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 recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“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 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
REO Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Status 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Reports”: Collectively refers to the following reports as may be amended, updated or supplemented from time to
time as part of the CREFC® Investor Reporting Package, and any additional reports that become part of the CREFC®
Investor Reporting Package from time to time (if agreed to by the parties hereto):


 


(i)           the following seven electronic files: (i) CREFC® Bond Level File, (ii) CREFC® Collateral
Summary File, (iii) CREFC® Property File, (iv) CREFC®


 






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Loan Periodic Update File, (v) CREFC®
Loan Setup File, (vi) CREFC® Financial File, and (vii) CREFC® Special Servicer Loan
File; and


 


(ii)          the following twenty-one supplemental reports and templates: (i) CREFC® Comparative Financial Status Report,
(ii) CREFC® Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification Forbearance
and Corrected Mortgage Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch
List, (viii) CREFC® Loan Level Reserve – LOC Report, (ix) CREFC® Advance Recovery
Report, (x) CREFC® Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC®
Servicer Realized Loss Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation
Loss Template, (xvi) CREFC® Interest Shortfall Reconciliation Template, (xvii) CREFC®
Servicer Remittance to Certificate Administrator Template, (xviii) CREFC® Significant Insurance Event Template,
(xix) CREFC® Loan Liquidation Report, (xx) CREFC® REO Liquidation Report and (xxi) CREFC®
Loan Modification Report.


 


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


 


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information
as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer
Watch List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


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


 


“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 






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“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 Servicer.


 


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


 


“CREFI”:
As defined in the Introductory Statement.


 


“Current
Interest Distribution Amount”: With respect to any Distribution Date for (x) any Certificate other than the RR
Interest and the Class R Certificates, interest accrued during the related applicable Certificate Interest Accrual Period
at the applicable Pass-Through Rate for such Certificate Interest Accrual Period on the outstanding Certificate Balance of such
Certificate as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Non-RR Interest
Realized Losses on such prior Distribution Date), and (y) any Uncertificated Lower-Tier Interest, interest accruing during
the applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual Period
on the then-outstanding Lower-Tier Principal Amount of such Certificate as of the prior Distribution Date (after giving effect
to distributions of principal and allocations of Non-RR Interest Realized Losses on such prior Distribution Date) or, solely in
connection with the initial Distribution Date, as of the Closing Date.


 


“Custodian”:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of
the Certificate Administrator.


 


“Cut-off
Date”: December 10, 2021.


 


“DBNY”:
Deutsche Bank AG, New York Branch, and its successors in interest.


 


“DBRI”:
As defined in the Introductory Statement.


 


“Default
Interest”: With respect to any Payment Date and any Note, upon the occurrence and during the continuance of a Mortgage
Loan Event of Default, interest accrued on such Note at the excess of the Default Rate over the Note Rate during the related Whole
Loan Interest Accrual Period on the outstanding principal balance of such Note and, to the extent permitted by law, all accrued
and unpaid interest in respect of such Note and any other amounts due in respect of the Loan Documents, calculated from the date
such payment was due without regard to any grace or cure periods.


 


“Default
Rate”: As defined in the Loan Agreement.


 


“Defect”:
As defined in the Mortgage Loan Purchase Agreement.


 






    -23-


     


    

 


“Deficient
Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and each Servicing Function Participant and Additional Servicer retained by it (other than a Sub-Servicer set forth on Exhibit V),
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 13 of this Agreement that does not conform to the applicable reporting requirements
under the Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


“Definitive
Certificate”: Any Certificate in fully registered certificated form without interest coupons.


 


“Delivery
Date”: As defined in Section 2.1(b).


 


“Depositor”:
As defined in the Introductory Statement.


 


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


 


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


 


“Determination
Date”: The 11th day of the calendar month in which a Distribution Date occurs, or if such day is not a Business Day,
the immediately preceding Business Day, commencing in January 2022.


 


“Directing
Certificateholder”: As of the Closing Date, the Majority Controlling Class Certificateholders have not appointed an
initial Directing Certificateholder. Thereafter, the Directing Certificateholder shall be the Controlling Class Certificateholder
(or its representative or designee) as identified to the Certificate Administrator selected by the Majority Controlling Class
Certificateholders, as determined by the Certificate Registrar from time to time. No Borrower Affiliate may be appointed as or
act as the Directing Certificateholder.


 


“Directly
Operate”: With respect to the Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that
are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of the Foreclosed Property, the holding of
the Foreclosed Property primarily for sale to customers, the use of the Foreclosed Property in a trade or business conducted by
the Trust Fund or the performance of any construction work on the Foreclosed Property (other than the completion of a building
or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that a Foreclosed 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 Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 






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“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan, the Companion Loans or any Foreclosed Property, any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees, 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 Loan Party, the Property Manager, any indemnitor or any Borrower Affiliate in respect
of the Mortgage Loan, the Companion Loans or any of their Affiliates and any purchaser of the Mortgage Loan, the Companion Loans
or Foreclosed Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition
of the Foreclosed 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 3.17 of this Agreement; provided, that any compensation
and other remuneration that the Servicer or Certificate Administrator is permitted to receive or retain pursuant to this Agreement
in connection with its duties in such capacity will not be Disclosable Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 8.15(c).


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed
form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of
Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing
(other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the FHLMC,
a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International
Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed
by chapter 1 of the Code (including the tax imposed by Code Section 511 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), (d) rural electric and telephone cooperatives described
in Section 1381(a)(2) of the Code or (e) any other Person so designated by the Certificate Administrator based upon
an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such Person may cause either the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United
States,” “State” and “International Organization” have the meanings set forth in Section 7701
of the Code or successor provisions.


 


“Distribution
Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5(a).


 






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“Distribution
Date”: The fourth Business Day following the Determination Date in each calendar month, commencing in January 2022.
The first Distribution Date will be January 18, 2022.


 


“Distribution
Date Statement”: As defined in Section 4.4(a).


 


“Due
Diligence Service Provider”: As defined in Section 8.15(b).


 


“Eligible
Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a) an
account or accounts maintained with a federal or state-chartered depository institution or trust company that complies with the
definition of Eligible Institution, (b) a segregated trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity that has a Moody’s rating of (and whose long term
unsecured debt obligations are rated) at least “A2” and which, in the case of a state chartered depository institution
or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined
capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, as applicable,
or (c) such other account or accounts not listed in clauses (a) or (b) above with respect to which a Rating
Agency Confirmation has been obtained from the Rating Agency. An Eligible Account will not be required to be evidenced by a certificate
of deposit, passbook or other instrument.


 


“Eligible
Institution”: a depository institution or trust company insured by the Federal Deposit Insurance Corporation, (i) the
short term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s (or,
in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which
are rated at least “A2” by Moody’s) or (ii) with respect to which a Rating Agency Confirmation has been
obtained from the Rating Agency in respect of the ratings of such depository institution or trust company.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA
Plan”: As defined in Section 5.3(m).


 


“Euroclear”:
As defined in Section 5.2(a).


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended from time to time.


 


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


 


“Foreclosed
Companion Loan”: Each Companion Loan while the Mortgaged Property is a Foreclosed Property.


 


“Foreclosed
Property”: The Mortgaged Property or other Collateral securing the Whole Loan, title to which has been acquired on behalf
of or in the name of the Trustee for the


 






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benefit of the Trust and Companion Loan Holders through foreclosure, deed in lieu of
foreclosure or otherwise.


 


“Foreclosed
Property Account”: The account or accounts established and maintained by the Special Servicer pursuant to Sections 3.6
and 3.14.


 


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental
of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 


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


 


“Form ABS
Due Diligence-15E”: The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B)
of the Exchange Act and Rule 17g-10 thereunder.


 


“GACC”:
As defined in the Introductory Statement.


 


“Global
Certificate”: As defined in Section 5.2(b).


 


“Guarantor”:
The “BPLP Guarantor” as defined in the Loan Agreement.


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any
material indirect financial interest in the Depositor, any Borrower Affiliate, any Companion Loan Holder, the Trustee, any Risk
Retention Consultation Party, the Certificate Administrator, the Servicer or the Special Servicer or in any of their respective
Affiliates and (ii) is not connected with the Depositor, any Borrower Affiliate, any Companion Loan Holder, the Trustee,
any Risk Retention Consultation Party, the Certificate Administrator, the Servicer or the Special Servicer or any of their respective
Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the Mortgaged Property or Foreclosed Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal
of comparable properties in the geographic area in which the Mortgaged Property is located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of the
Code if such Trust REMIC within the meaning of Section 856(d)(3) of the Code if the Trust REMIC were a real estate investment
trust (except that the ownership test set forth in that Section of the Code shall be considered to be met by any Person that owns,
directly or indirectly, 35% or more of any Class of Certificates or 35% or more of the aggregate value of all Classes of Certificates
or such other interest in the Certificates as is set forth in an Opinion of Counsel, which shall, at no expense to


 






    -27-


     


    

 


the
Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust Fund, be delivered to the Trustee, the
Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided that neither the Lower-Tier
REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship between such Person and such
Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC
is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person
(including the Special Servicer or the Servicer) if the Trustee and, the Certificate Administrator (or the Servicer or the Special
Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate
Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer is providing the Opinion of Counsel
with respect to itself) or the Trust Fund, be to the effect that the taking of any action in respect of the Foreclosed Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause the Foreclosed Property to cease to qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a)
of the Code), or cause any income realized in respect of the Foreclosed Property to fail to qualify as Rents from Real Property.


 


“Initial
Delivery Date”: As defined in Section 3.10(i).


 


“Initial
Purchasers”: Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Citigroup Global
Markets Inc., and their respective successors-in-interest.


 


“Inquiries”:
As defined in Section 4.5(a)(i).


 


“Institutional
Accredited Investors”: Institutions that are “accredited investors” within the meaning of Rule 501(a)
(1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.


 


“Insurance
Proceeds”: (a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Loan Agreement) other
than amounts to be applied to the restoration, preservation or repair of the Mortgaged Property or to be released to the Loan
Parties each in accordance with the terms of the Loan Agreement, or if not required to be so applied or so released under the
terms of the Loan Agreement, other than amounts applied to the restoration, preservation or repair of the Mortgaged Property in
accordance with Accepted Servicing Practices, (b) amounts paid by any insurer pursuant to any insurance policy required to
be maintained by the Servicer pursuant to Section 3.11, to the extent related to this Agreement only or (c) any
other amounts paid by an insurer pursuant to any insurance policy required to be maintained by the Loan Parties, to the extent
allocable to the Whole Loan under the Loan Documents.


 


“Interest
Distribution Amount”: With respect to any Distribution Date for any Class of Non-Retained Certificates or Uncertificated
Lower-Tier Interest, the sum of the Current Interest Distribution Amount for such Distribution Date and such Class of Certificates
or Uncertificated Lower-Tier Interest plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for
such Class of Certificates or Uncertificated Lower-Tier Interest.


 






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“Interest
Shortfall”: With respect to any Distribution Date for any Class of Certificates (other than the RR Interest and the
Class R Certificates) or Uncertificated Lower-Tier Interest (other than the Class LRRI Uncertificated Interest), the amount
by which the Current Interest Distribution Amount for such Class of Certificates or Uncertificated Lower-Tier Interest and such
Distribution Date exceeds the portion of such amount actually paid in respect of such Class of Certificates or Uncertificated
Lower-Tier Interest on such Distribution Date.


 


“Interested
Person”: As defined in Section 3.16(a)(ii).


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument issued or executed by a Loan Party,
or any Affiliate of any of the Loan Parties, a loan directly or indirectly secured by any of the foregoing or a hedging transaction
(however structured) that references or relates to any of the foregoing.


 


“Investment
Account”: As defined in Section 3.8(a).


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Certificate
Administrator or any Affiliate thereof, as applicable, or any Person on whose behalf the Servicer or any Affiliate thereof or
the Special Servicer or any Affiliate thereof has discretion in connection with Investments.


 


“Investment
Representation Letter”: A letter substantially in the form attached hereto as Exhibit P.


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial
Owner of a Certificate, the Directing Certificateholder, a Risk Retention Consultation Party, a Companion Loan Holder, a prospective
purchaser of a Certificate, any Mortgage Loan Seller if it has repurchased a portion of the Mortgage Loan in accordance with this
Agreement and the Mortgage Loan Purchase Agreement and that either (a) such Person is a Risk Retention Consultation Party
or is not a Borrower Affiliate, the Property Manager, or an agent or Affiliate of any of the foregoing, in which case such Person
shall have access to all the reports and information made available to Privileged Persons hereunder, or (b) such Person is
a Borrower Affiliate or the Property Manager, or an agent or Affiliate of the foregoing, in which case such Person shall be permitted
to receive access to the Distribution Date Statements prepared by the Certificate Administrator. The Investor Certification shall
be substantially in the form of Exhibit K-1 or Exhibit K-2 hereto, as applicable, or may be in the form
of an electronic certification contained on the Certificate Administrator’s Website containing the same information as Exhibit K-1
or Exhibit K-2, as applicable. Investor Certifications may be submitted electronically via the Certificate Administrator’s
Website. The Certificate Administrator and the Trustee may conclusively rely on the Investor Certifications and may require that
Investor Certifications be resubmitted from time to time in accordance with its policies and procedures.


 


“Investor
Q&A Forum”: As defined in Section 4.5(a).


 


“Investor
Registry”: As defined in Section 4.5(b).


 






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“IRS”:
The Internal Revenue Service.


 


“Leases”:
With respect to the Mortgaged Property, a “Lease” as defined in the Loan Agreement.


 


“Lender”:
As defined in the Loan Agreement.


 


“Liquidated
Property”: The Mortgaged Property, if it has been liquidated and the Special Servicer has determined that all amounts
which it expects to recover from or on account of the Mortgaged Property have been recovered.


 


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Whole Loan or the
Mortgaged Property (including for the avoidance of doubt, reasonable and customary expenses incurred by the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee in connection with the sale of the Whole Loan), such expenses including,
without limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and
co-trustee fees, if any. Liquidation Expenses shall not include any previously incurred expenses which have been previously reimbursed
to the party incurring the same or which were netted against income from the Foreclosed Property and were considered in the calculation
of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Mortgage
Loan or the Companion Loans, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted
payoff or other liquidation of the Specially Serviced Whole Loan or the Mortgaged Property, as to which the Special Servicer receives
any Liquidation Proceeds (including by way of discounted payoff), equal to the product of the Liquidation Fee Rate and the Net
Liquidation Proceeds related to such Liquidated Property, the Specially Serviced Whole Loan or the Whole Loan; provided
that any such Liquidation Fee shall be reduced by any Net Modification Fees paid by the Borrower with respect to the Specially
Serviced Whole Loan or the Mortgaged Property that were received and retained by the Special Servicer within 18 months prior to
such liquidation, but only to the extent those Net Modification Fees have not previously been deducted from a Work-out Fee or
Liquidation Fee; and provided, further, that the Special Servicer shall not be entitled to receive a Liquidation
Fee in connection with (i) a repurchase of the Mortgage Loan by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase
Agreement or a Companion Loan under an Other Pooling and Servicing Agreement (so long as such repurchase occurs within the ninety
(90) day time period required by the Mortgage Loan Purchase Agreement or such time period required by the mortgage loan purchase
agreement relating to any such Other Securitization Trust for the Mortgage Loan Sellers to cure or repurchase the Mortgage Loan
and, if applicable, such Companion Loan (including any applicable extended cure periods), or (ii) a sale of the Whole Loan
to an Interested Person by the Special Servicer in accordance with Section 3.16.


 


“Liquidation
Fee Rate”: A rate equal to 0.25%.


 






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“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Certificate Administrator in connection with the liquidation of the Whole Loan, the Mortgage Loan, any Companion Loan or the
Mortgaged Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff
or other liquidation of the Whole Loan, the Mortgage Loan or any Companion Loan (other than amounts required to be paid to the
Loan Parties pursuant to law or the terms of the Loan Agreement) including the proceeds of any full, partial or discounted payoff
of the Whole Loan, the Mortgage Loan or any Companion Loan (exclusive of any portion of such payoff or proceeds that represents
Default Interest).


 


“Loan
Documents”: All documents executed or delivered by the Loan Parties (or their Affiliates) evidencing or securing the
Whole Loan and any amendment thereof or thereafter or subsequently added to the Mortgage File, including without limitation the
Loan Agreement. For the avoidance of doubt, the Loan Documents shall not include the Securitization Indemnification Agreement,
and the rights of the Mortgage Loan Sellers and other parties to the Securitization Indemnification Agreement thereunder will
not be part of the Trust Fund.


 


“Loan
Party”: The Borrower or any Affiliate of the Borrower.


 


“Loan
Percentage Interest”: 35.% with respect to WFB. 22.0% with respect to GACC. 22.0% with respect to MSMCH. 21.0% with
respect to CREFI.


 


“Loan
Purchase Price”: An amount (without duplication) generally equal to the sum of (i) the unpaid principal balance
of the Whole Loan, (ii) accrued and unpaid interest on each Note at the Note Rate through and including the last day of the
related Whole Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances,
Administrative Advances and Companion Loan Advances and fees and amounts owed to the Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, together with interest on Advances and Companion Loan Advances, (iv) an amount equal to all
interest on outstanding Monthly Payment Advances and (v) any unpaid Trust Fund Expenses and any amounts owed to the parties
to this Agreement or any other amounts owed to parties under any Other Pooling and Servicing Agreement with respect to the related
Companion Loan.


 


“Lockbox
Account”: The “Deposit Account” as defined in the Loan Agreement.


 


“Lockbox
Agreements”: The “DACA” as defined in the Cash Management Agreement.


 


“Lower-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier
REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.1(b).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier 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 Introductory
Statement to this Agreement, 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 preceding Distribution


 






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Date (after giving effect to
distribution of principal and allocation of Realized Losses pursuant to Sections 4.1(b) and 4.3).


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the
Trust Fund other than the assets of the Upper-Tier REMIC.


 


“Major
Decision”: Any of the following:


 


(i)           any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property) of
the ownership of the Mortgaged Property if a Mortgage Loan Event of Default has occurred and is continuing;


 


(ii)          any modification, consent to a modification or waiver of any monetary term of the Whole Loan (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 the Whole Loan or any extension of the maturity date of the Whole Loan, other than a forbearance with respect to an anticipated
refinancing or sale of the Mortgaged Property after the Maturity Date so long as such extension does not extend beyond 120 days;


 


(iii)         any sale of the defaulted Whole Loan or Foreclosed Property for less than the applicable Loan Purchase Price;


 


(iv)         any determination to bring the Mortgaged Property or any Foreclosed Property into compliance with applicable environmental laws
or to otherwise address hazardous material located at a Foreclosed Property;


 


(v)          any release of collateral or any acceptance of substitute or additional collateral for the Whole Loan, or any consent to either
of the foregoing, other than if required pursuant to the specific terms of the Whole Loan and for which there is no material lender
discretion;


 


(vi)         any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Whole Loan or any consent
to such waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower or consent to the incurrence of
additional debt, other than if required pursuant to the specific terms of the Whole Loan and for which there is no material lender
discretion;


 


(vii)        any property management company changes (with respect to the Whole Loan for which the lender is required to consent or approve
under the Loan Documents);


 


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


 






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(ix)          any acceptance of an assumption agreement releasing the Borrower from liability under the Whole Loan other than pursuant to the
specific terms of the Whole Loan and for which there is no material lender discretion; or


 


(x)           any determination of an Acceptable Insurance Default.


 


“Majority
Controlling Class Certificateholders”: With respect to the Controlling Class, the Holder(s) of Certificates representing
more than fifty percent (50%) of such Controlling Class, by Certificate Balance, as determined by the Certificate Registrar.


 


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


 


“Material
Breach”: As defined in the Mortgage Loan Purchase Agreement.


 


“Material
Document Defect”: As defined in the Mortgage Loan Purchase Agreement.


 


“Maturity
Date”: The Payment Date in January 2032.


 


“Modification
Fees”: With respect to the Whole Loan, any and all fees with respect to a modification, extension, waiver or amendment
that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the Servicer
or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, defeasance fees, consent fees, Special Servicing
Fees, Liquidation Fees or Work-out Fees). With respect to each of the Servicer and the Special Servicer, in no event shall either
Person be permitted to collect and retain as compensation Modification Fees collected and earned by such Person from the Borrower
(taken in the aggregate with any other Modification Fees collected and earned by such Person from the Borrower) in an aggregate
amount in excess of $2,500,000 (i.e., shall be subject to an aggregate cap of $2,500,000).


 


“Monthly
Payment”: With respect to the Mortgage Loan, any Companion Loan or the Whole Loan, as applicable, and any Distribution
Date, the scheduled payment of interest on the Mortgage Loan, any Companion Loan or the Whole Loan, respectively, and, without
duplication, the Balloon Payment with respect to the Mortgage Loan, any Companion Loan or the Whole Loan, respectively, that is
due and payable on the preceding Payment Date.


 


“Monthly
Payment Advance”: Any advance made with respect to the Mortgage Loan by the Servicer or the Trustee pursuant to Section 3.23(a)
or, if not made by the Servicer, made by the Trustee pursuant to Section 7.6, as applicable. Each reference to
the reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically referred to,
payment or reimbursement of interest thereon at the Advance Rate through the date preceding the date of payment or reimbursement.


 


“Moody’s”:
Moody’s Investor Service, Inc., and its successors in interest.


 


“Mortgage”:
As defined in the Loan Agreement.


 






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“Mortgage
File”: As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.


 


“Mortgage
Loan”: As defined in the Introductory Statement to this Agreement.


 


“Mortgage
Loan Event of Default”: An “Event of Default” as defined in the Loan Agreement.


 


“Mortgage
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement dated as of the Closing Date, by and between the Mortgage
Loan Sellers and the Depositor.


 


“Mortgage
Loan Sellers”: As defined in the Introductory Statement.


 


“Mortgaged
Property”: The “Property” as defined in the Loan Agreement.


 


“MSBNA”:
As defined in the Introductory Statement.


 


“MSMCH”:
As defined in the Introductory Statement.


 


“Net
Foreclosure Proceeds”: The Foreclosure Proceeds with respect to any Foreclosed Property net of any insurance premiums,
taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.


 


“Net
Liquidation Proceeds”: The excess of Liquidation Proceeds received with respect to the Mortgaged Property or the Whole
Loan, as the case may be, over the amount of Liquidation Expenses incurred with respect thereto.


 


“Net
Modification Fees”: With respect to the Whole Loan, the sum of (A) the remainder, if any, of (i) any and all
Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of the Mortgage Loan or any
Companion Loan, minus (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement
of Advances and Companion Loan Advances and interest on such Advances and Companion Loan Advances at the Advance Rate to the extent
not otherwise paid or reimbursed by the Borrower but excluding Special Servicing Fees, Work-out Fees and Liquidation Fees) either
outstanding or previously incurred on behalf of the Trust or any Other Securitization Trust with respect to the Mortgage Loan
or any Companion Loan 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 subsequently recovered from the Borrower or
otherwise.


 


“Net
Proceeds”: As defined in the Loan Agreement.


 


“Net
Trust Note Rate”: With respect to any Distribution Date and any Trust Note, the annualized rate at which interest would
have to accrue in respect of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in the Certificate
Interest Accrual Period preceding such Distribution Date in order to produce the aggregate amount of interest (net of interest
at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Certificate Administrator
Fee Rate (including the portion that is the Trustee Fee) and exclusive of Default Interest) that actually accrues on such Trust
Note during the related Whole


 



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Loan Interest Accrual Period; provided that any modification of the Mortgage Loan that changes any
Note Rate shall be disregarded for purposes of calculating the Pass Through Rates for the Certificates; provided, further, however,
that (i) the Net Trust Note Rate for the Whole Loan Interest Accrual Period for the Payment Dates in (a) January and
February in each year that is not a leap year or (b) in February only in each year that is a leap year (in the case of either
(a) or (b), unless the related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest
would have to accrue in respect of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order
to produce the aggregate amount of interest (net of interest at the Servicing Fee Rate, the Certificate Administrator Fee Rate
(including the portion that is the Trustee Fee) and the CREFC® Intellectual Property Royalty License Fee Rate and
exclusive of any rate at which Default Interest accrues on such Trust Note) actually accrued on such Trust Note during the related
Whole Loan Interest Accrual Period, minus the applicable Withheld Amount and (ii) the Net Trust Note Rate for the Whole Loan Interest
Accrual Period for the Payment Date in March (or February, if the related Distribution Date is the final Distribution Date), shall
be the annualized rate at which interest would have to accrue in respect of such Trust Note on the basis of a 360-day year consisting
of twelve 30-day months in order to produce the aggregate amount of interest (net of interest at the Servicing Fee Rate, the Certificate
Administrator Fee Rate (including the portion that is the Trustee Fee) and the CREFC® Intellectual Property Royalty
License Fee Rate and exclusive of Default Interest) actually accrued on such Trust Note during the related Whole Loan Interest
Accrual Period, plus the applicable Withheld Amounts.


 


“New
Lease”: Any lease with respect to the Foreclosed 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 5.2(c).


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
to the effect that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to
qualify as a REMIC at any time that any Certificates or RR Interest are outstanding or (ii) a “prohibited transaction”
or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time
that any Certificates or RR Interest are outstanding.


 


“Nonrecoverable
Advance”: Any portion of an Advance previously made and not previously reimbursed, or proposed to be made, including
interest thereon, which the Servicer or the Trustee has determined, in accordance with Accepted Servicing Practices (in the case
of the Servicer) or good faith and reasonable business judgment (in the case of the Trustee), would not be ultimately recoverable
from subsequent payments or collections (including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect
of the Whole Loan or the Mortgaged Property (in the case of Property Protection Advances) or the Mortgage Loan (in the case of
Monthly Payment Advances or Administrative Advances) pursuant to Section 3.4(c). The Trustee may rely conclusively
upon a determination of non-recoverability made by the Servicer. The Servicer or the Special Servicer may consider (among
other things) the items listed in Section 3.23(i) when making a determination regarding a Nonrecoverable Advance.


 






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“Non-Retained
Certificates”: As defined in the Introductory Statement to this Agreement.


 


“Non-Risk
Retained Percentage”: An amount expressed as a percentage equal to 100% less the Required Risk Retained Percentage.
For the avoidance of doubt, at all times, the sum of the Required Risk Retained Percentage and the Non-Risk Retained Percentage
shall equal 100%.


 


“Non-RR
Interest Available Funds”: On each Distribution Date, an amount equal to the Non-Risk Retained Percentage of the Aggregate
Available Funds for such Distribution Date.


 


“Non-RR
Interest Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate
of the Certificate Balances of the Sequential Pay Certificates after giving effect to distributions made on such Distribution
Date exceeds (ii) the product of (a) the Non-Risk Retained Percentage and (b) the outstanding principal balance
of the Mortgage Loan after giving effect to (x) any payments of principal received with respect to the Payment Date occurring
immediately prior to such Distribution Date and allocated to the Mortgage Loan pursuant to the Co-Lender Agreement and (y) the
aggregate reductions of the principal balance of the Mortgage Loan that have been permanently made as a result of a bankruptcy
proceeding, modification or otherwise.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.3(f).


 


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


 






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“Note”:
Shall mean each promissory note with the designation and original principal amount set forth below, each dated as of December
10, 2021, made by the Mortgage Loan Borrower in favor of the Initial Note Holder set forth in the chart below, as such may be
amended, modified or supplemented.


 


	Note
	Initial
                                         Note Holder
	Original
                                         Principal Balance

	Note
    A-1-S1	Wells
    Fargo	$52,500,000
	Note
    A-1-C1	Wells
    Fargo	$17,500,000
	Note
    A-1-C2	Wells
    Fargo	$67,543,860
	Note
    A-1-C3	Wells
    Fargo	$67,543,860
	Note
    A-1-C4	Wells
    Fargo	$48,067,280
	Note
    A-2-S1	DBRI	$33,000,000
	Note
    A-2-C1	DBRI	$11,000,000
	Note
    A-2-C2	DBRI	$56,279,070
	Note
    A-2-C3	DBRI	$56,279,070
	Note
    A-2-C4	DBRI	$2,567,860
	Note
    A-3-S1	MSBNA	$33,000,000
	Note
    A-3-C1	MSBNA	$11,000,000
	Note
    A-3-C2	MSBNA	$42,456,140
	Note
    A-3-C3	MSBNA	$42,456,140
	Note
    A-3-C4	MSBNA	$30,213,720
	Note
    A-4-S1	CREFI	$31,500,000
	Note
    A-4-C1	CREFI	$10,500,000
	Note
    A-4-C2	CREFI	$53,720,930
	Note
    A-4-C3	CREFI	$53,720,930
	Note
    A-4-C4	CREFI	$2,451,140
	Note
    B-1	Wells
    Fargo	 $96,845,000
	Note
    B-2	DBRI	 $60,874,000
	Note
    B-3	MSBNA	 $60,874,000
	Note
    B-4	CREFI	 $58,107,000


 


“Note
Rate”: With respect to each Note, the per annum rate at which interest accrues on such Note as set forth in the
Loan Agreement without giving effect to the Default Rate.


 


“Notes”:
As defined in the Introductory Statement to this Agreement.


 


“Notional
Amount”: In the case of the notional amount of Class X Certificates, the aggregate of the Certificate Balances
of the Class A and Class B Certificates.


 


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


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit M executed by an NRSRO (including
any Rating Agency) 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 (a) such NRSRO is a Rating Agency, or (b) that such NRSRO has provided the Depositor with the appropriate


 



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certifications under paragraph (e) of Rule 17g-5, such NRSRO has access to the Depositor’s 17g-5 website and any
confidentiality provisions relating to information on the Depositor’s 17g-5 website apply equally to information on the
Certificate Administrator’s Website and the 17g-5 Information Provider’s Website.


 


“Offered
Certificates”: The Certificates other than the RR Interest.


 


“Offering
Circular”: The Offering Circular, dated December 17, 2021, for the Certificates (other than the RR Interest).


 


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


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer or
the Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator.


 


“Original
Certificate Balance”: As defined in the Introductory Statement.


 


“Original
Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier
Principal Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement to this Agreement.


 


“Original
Notional Amount”: As defined in the Introductory Statement.


 


“Origination
Date”: December 10, 2021.


 


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


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer, operating advisor or depositor
under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K,
Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to
this Agreement; and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange
Act and for the purposes of Sections 13.7, 13.8, 13.9 and 13.15 only, the trustee, certificate
administrator, master servicer, special servicer, operating advisor 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.


 






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“Other
Pooling and Servicing Agreement”: The applicable pooling and servicing agreement or other applicable comparable agreement
governing the creation of any Other Securitization Trust and the issuance of Companion Loan Securities (or any portion thereof
or interest therein).


 


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


 


“Pass-Through
Rate”: For the following Classes of Certificates, the related Pass-Through Rate set forth below, and for each Uncertificated
Lower-Tier Interest (other than the Class LRRI Uncertificated Interest), the weighted average of the Net Trust Note Rate of the
Trust Notes at which, in each case, interest accrues on the Certificate Balance or Lower-Tier Principal Amount, as applicable,
of such Class as set forth in the Introductory Statement to this Agreement.


 


	Class
of Certificates
	Pass-Through
Rate

	Class A
    Certificates	Class A
    Pass-Through Rate
	Class X
    Certificates	Class X
    Pass-Through Rate
	Class B
    Certificates	Class B
    Pass-Through Rate
	Class C
    Certificates	Class C
    Pass-Through Rate
	Class D
    Certificates	Class D
    Pass-Through Rate
	Class E
    Certificates	Class E
    Pass-Through Rate


 


With
respect to the RR Interest and the Class LRRI Uncertificated Interest and any Distribution Date, the effective per annum
rate at which interest accrues on the RR Interest during any Certificate Interest Accrual Period, which, in each case, will be
the weighted average of the Net Trust Note Rates of all of the Trust Notes of the Mortgage Loan.


 


“Payment
Date”: The 9th day of each calendar month (with a 2 Business Day grace period once during any 12 month period
during the term of the Whole Loan, excluding the payment due date on the Maturity Date) or, if such day is not a Business Day,
the immediately preceding Business Day.


 


“Percentage
Interest”: (i) With respect to any Certificate (including, for the avoidance of doubt, the RR Interest, but other
than the Class R Certificates), the initial Certificate Balance of such Certificate divided by the initial Certificate Balance
of all of the Certificates of its Class; (ii) as to any portion of the RR Interest, the initial balance of such RR Interest
divided by the initial Certificate Balance for the entire RR Interest and (iii) with respect to the Class R Certificates,
the percentage specified on the Certificate held by the Holder of such Certificate.


 


“Permitted
Encumbrances”: As defined in the Loan Agreement.


 


“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


 



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hereunder), regardless of whether issued by the Depositor, the 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:


 


(i)             direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of
America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any 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
the Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury
(direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing
Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates,
RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System
consolidated systemwide bonds and notes, Federal Home Loan Banks' consolidated debt obligations, Freddie Mac debt obligations,
and Fannie Mae debt obligations;


 


(ii)            federal funds, unsecured certificates of deposit, time deposits, banker's acceptances, and repurchase agreements having maturities
of not more than 365 days of any commercial bank organized under the laws of the United States of America or any state thereof
or the District of Columbia, the debt obligations of which are rated (a) in one of the following Moody’s rating categories:
a long-term rating of “A2” or a short-term rating of “P-1”, or (b) if not rated by the Rating Agency,
otherwise acceptable to the Rating Agency and in any such case as confirmed in a Rating Agency Confirmation relating to the Certificates;


 


(iii)           deposits that are fully insured by the Federal Deposit Insurance Corp. (“FDIC”);


 


(iv)           commercial paper rated (a) in one of the following Moody’s rating categories: a long-term rating of “A2” or
a short-term rating of “P-1”, or (b) if not so rated by the Rating Agency, otherwise acceptable to the Rating Agency,
and in any such case as confirmed in a Rating Agency Confirmation relating to the Certificates;


 


(v)            any money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred
to in clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) is rated “AAA-mf”
by Moody’s category;


 






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(vi)           the Wells Fargo Money Market Funds, so long as it is rated “AAA-mf” by Moody’s (or, if not rated by the Rating
Agency, as otherwise acceptable to the Rating Agency as confirmed in a Rating Agency Confirmation);


 


(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 the 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


 


(viii)         such other investments as to which the Rating Agency shall have delivered a Rating Agency Confirmation;


 


provided,
however, that with respect to any Permitted Investment for which a rating by the Rating Agencies 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 and (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; 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, (b) if such instrument may
be redeemed at a price below the purchase price or (c) if such investment is purchased at a premium over par; and provided,
further, however, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier 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 Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a 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 earlier of (x) three months from the date of their purchase and (y) the Business Day preceding the day before the
date such amounts are required to be applied hereunder.


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions
or fees, property condition report fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates
in connection with any services performed by such party with respect to the Mortgage Loan, the Companion Loans or the Foreclosed
Property in accordance with this Agreement.


 


“Permitted
Transferee”: Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other
Person so designated by the Certificate Registrar who is


 



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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 would not cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding, (c) a Disqualified Non-U.S. 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.
Person or (e) a U.S. 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. Person
or (f) a Plan or a Person acting on behalf of or using the assets of a Plan to acquire any Class R Certificate.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan”:
As defined in Section 5.3(m).


 


“Prime
Rate”: The “prime rate” published in the “Money Rates” section of The Wall Street Journal;
if The Wall Street Journal ceases to publish the “prime rate”, then the Servicer shall select an equivalent
publication that publishes such “prime rate”, and if such “prime rate” is no longer generally published
or is limited, regulated or administered by a governmental or quasi-governmental body, then the Servicer shall reasonably select
a comparable interest rate index.


 


“Principal
Distribution Amount”: For each Distribution Date and the Certificates in the aggregate (other than the Class X Certificates,
the RR Interest and the Class R Certificates), the sum of (i) the Non-Risk Retained Percentage of the Regular Principal
Distribution Amount for such Distribution Date and (ii) the aggregate unpaid Principal Shortfalls in respect of prior Distribution
Dates.


 


“Principal
Shortfall”: For each Distribution Date, the amount by which the Non-Risk Retained Percentage of the Regular Principal
Distribution Amount for such Distribution Date exceeds the amount actually distributed in respect of principal to the Sequential
Pay Certificates on such Distribution Date.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or any Risk Retention Consultation
Party, on the one hand, and the Trustee, the Servicer or the Special Servicer, on the other hand, related to the Specially Serviced
Whole Loan or the exercise of the Directing Certificateholder’s consent or consultation rights or the consultation rights
of any Risk Retention Consultation Party under this Agreement, (ii) strategically sensitive information that the Special
Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the
Borrower or other interested party or (iii) information subject to attorney-client privilege.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, any Risk Retention Consultation Party, any Companion Loan Holder, the Mortgage Loan Sellers or Directing


 



    -42-


     


    

 



Certificateholder that delivers an Investor Certification, any other Person who provides the Certificate Administrator with an
Investor Certification and any NRSRO that delivers an NRSRO Certification to the Certificate Administrator, which Investor Certification
and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website. For purposes of obtaining
access to information in the possession of the Certificate Administrator and/or receiving any information or report from the Certificate
Administrator’s Website (including accessing the Investor Q&A Forum), other than Distribution Date Statements only,
each Borrower Affiliate, the Property Manager, and any of their respective agents or Affiliates (in each case, as evidenced by
an Investor Certification in the form of Exhibit K-2 hereto) shall be deemed to not be a “Privileged Person”.
The foregoing provisions shall not limit the Servicer’s rights to post information to its website in accordance with Section 8.15(c)
hereof.


 


“Property
Manager”: The “Manager” as defined in the Loan Agreement.


 


“Property
Protection Advances”: As defined in Section 3.23(b).


 


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“RAC
Decision” means any of the actions set forth in clauses (v), (vi), (vii) or (ix) of the
definition of Major Decision.


 


“Rated
Final Distribution Date”: The Distribution Date in January 2044.


 


“Rating
Agency”: Moody’s.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic format) by the
Rating Agency that a proposed action, failure to act or other event specified in this Agreement or the Loan Documents 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) immediately prior to the occurrence of the action, failure to act or other event with respect
to which Rating Agency Confirmation is sought which Rating Agency Confirmation may be obtained or deemed to be satisfied as set
forth in Section 3.26 hereof; provided, that a written waiver (which may be in electronic format) or other
acknowledgment from any Rating Agency indicating its decision not to review or to decline 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 the Rating Agency
with respect to such matter, as set forth in Section 3.26. With respect to any matter affecting any Companion Loan,
so long as such Companion Loan (or any portion thereof) is included in an Other Securitization Trust, any Rating Agency Confirmation
shall also refer to the Companion Loan Rating Agency Confirmation from each related Companion Loan Rating Agency to the extent
provided in Section 3.27. At any time during which no Certificates are rated by the Rating Agency, no Rating Agency Confirmation
shall be required from that Rating Agency.


 


“Rating
Agency Inquiry”: As defined in Section 4.5(d).


 


“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 4.5(d).


 






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“Realized
Loss”: Any Non-RR Interest Realized Loss or RR Interest Realized Loss, as applicable.


 


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


 


“Regular
Certificates”: The Class A, Class X, Class B, Class C, Class D and Class E Certificates and
the RR Interest.


 


“Regular
Principal Distribution Amount”: For each Distribution Date and the Certificates in the aggregate (other than the Class
X Certificates, the RR Interest and the Class R Certificates), the sum of (a) all amounts collected or advanced in respect
of principal with respect to the Mortgage Loan during the related Collection Period and (b) the principal portion of the
Repurchase Price or any purchase price, all amounts received in respect of principal from Net Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds or otherwise received in respect of principal allocated to the Mortgage Loan.


 


“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. Each of the parties hereto
acknowledge that the Regulation AB provisions herein shall be construed as if the Certificates were publicly registered and reporting
were required at all times.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Global Certificate”: As defined in Section 5.2(a).


 


“Related
Certificates”, “Related Uncertificated Lower-Tier Interests”: For the following Classes of Certificates,
Classes of Uncertificated Lower-Tier Interests and Classes of Certificates, as applicable, set forth below:


 


	Related
Uncertificated Lower-Tier Interests
	Related
Certificates

	Class LA
    Uncertificated Interest	Class A
	Class LB
    Uncertificated Interest	Class B
	Class LC
    Uncertificated Interest	Class C
	Class LD
    Uncertificated Interest	Class D
	Class LE
    Uncertificated Interest	Class E
	Class
    LRRI Uncertificated Interest	RR
    Interest


 


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


 






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


 


“REMIC
Provisions”: Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A
through 860G of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the Treasury.


 


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


 


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


 


“REO
Management Fee”: As to the Mortgaged Property when it is a Foreclosed Property, a fee payable out of the Foreclosed
Property Account to the Successor Property Manager for managing the Mortgaged Property while it is owned by the Trust Fund, which
shall be reasonable and customary in the market in which the Mortgaged Property is located.


 


“Reporting
Servicer”: The Servicer, the Special Servicer, the Certificate Administrator, the Trustee or a Servicing Function Participant
engaged by any such party, as the case may be.


 


“Repurchase
Communication”: For purposes of Section 2.2(d) only, any communication, whether oral or written, which need
not be in any specific form.


 


“Repurchase
Mortgage File”: With respect to any repurchase of the Mortgage Loan pursuant to Section 2.8, the Mortgage
File.


 


“Repurchase
Price”: An amount with (a) respect to the Mortgage Loan (without duplication) generally equal to the sum of (i) the
unpaid principal balance of the Mortgage Loan, (ii) accrued and unpaid interest on each Trust Note at the Note Rate (exclusive
of the Default Rate) to and including the last day of the related Whole Loan Interest Accrual Period in which the repurchase is
to occur on the portion(s) of the amount in clause (i) being reduced from the principal balance of the Mortgage Loan),
(iii) unreimbursed Property Protection Advances and Administrative Advances together with interest on such Advances allocable
to the Mortgage Loan pursuant to the Co-Lender Agreement, (iv) an amount equal to all interest on outstanding Monthly Payment
Advances, (v) any unpaid Trust Fund Expenses allocable to the Mortgage Loan pursuant to the Co-Lender Agreement and (vi) any
other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee arising out of the sale of the Whole Loan or enforcement of the repurchase obligation, as applicable
and (b) with respect to any repurchase by a single Mortgage Loan Seller of such Mortgage Loan Seller’s individual Note,
with respect to each such Note, an amount (without duplication) generally equal to the sum of (i) the unpaid principal balance
of such Note, (ii) accrued and unpaid interest on such Note at the related Note Rate (exclusive of the Default Rate) to and including
the last day of the Whole Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property Protection
Advances and Administrative Advances (in each case, allocable to such Note) together with interest on such Advances, (iv) an amount
equal to all interest on outstanding Monthly Payment Advances (allocable to such Note), (v) any unpaid Trust


 



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Fund Expenses (allocable
to such Note), and (vi) any other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee arising out of the enforcement of the repurchase obligation (allocable
to such Note). No Liquidation Fee shall be payable by a Mortgage Loan Seller in connection with a repurchase of the Mortgage Loan
(or an allocable portion of the Mortgage Loan) due to a Material Breach or a Material Document Defect pursuant to the Mortgage
Loan Purchase Agreement (so long as such repurchase occurs within the ninety (90) day time period required by the Mortgage Loan
Purchase Agreement for a Mortgage Loan Seller to cure or repurchase its interest in the Mortgage Loan (plus any applicable extended
cure periods)).


 


“Repurchase
Request”: With respect to the Mortgage Loan, any request or demand whether oral or written that the Mortgage Loan be
repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation
or warranty.


 


“Repurchase
Request Recipient”: As defined in Section 2.2(d).


 


“Repurchase
Request Withdrawal”: As defined in Section 2.2(d).


 


“Repurchased
Note”: As defined in Section 3.29.


 


“Repurchased
Seller”: As defined in Section 3.29.


 


“Requesting
Holders”: As defined in Section 3.7(e).


 


“Requesting
Party”: As defined in Section 3.26.


 


“Required
Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment
Advance (taking into account any Trust Appraisal Reduction Amount as of such Distribution Date) that would be required to be made
on the related Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Payment (or an Assumed Monthly
Payment) for the related Payment Date (or an assumed Payment Date) less (b) the aggregate compensation payable on such Remittance
Date to the Certificate Administrator in respect of the Certificate Administrator Fee (including the portion that is the Trustee
Fee) and to CREFC® in respect of the CREFC® Intellectual Property Royalty License Fee.


 


“Required
Risk Retained Percentage”: 5.0%.


 


“Reserve
Account”: Any “Reserve Fund” (as defined in the Loan Agreement).


 


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


 


“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 also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and
(ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility
for the administration of this Agreement and also, with respect to a particular 


 



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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, and in the case of any certification or other document required to be signed by a Responsible Officer, an authorized
signatory whose name and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable,
by the Trustee or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Party”: As defined in the definition of “Certificateholder”.


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Retaining
Sponsor”: WFB.


 


“Risk
Retained Allocation Percentage”: An amount expressed as a percentage equal to the Required Risk Retained Percentage
divided by the Non-Risk Retained Percentage.


 


“Risk
Retention Consultation Party”: The parties selected by the holders of the RR Interest. The initial Risk Retention Consultation
Parties are Wells Fargo, MSMCH, CREFI and DBNY.


 


“Risk
Retention Period”: The period from the Closing Date until the date on which the Credit Risk Retention Rules have been
officially repealed or abolished in their entirety or officially determined by the relevant regulatory agencies to be no longer
applicable to the transaction or the RR Interest.


 


“RR
Interest”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth
in Exhibit A-7 hereto and designated as an “RR Interest”.


 


“RR
Interest Available Funds”: With respect to any Distribution Date, an amount equal to the Required Risk Retained Percentage
of the Aggregate Available Funds for such Distribution Date.


 


“RR
Interest Interest Distribution Amount”: With respect to any Distribution Date and the RR Interest, an amount equal to
the product of (i) the Risk Retained Allocation Percentage and (ii) the aggregate amount of interest distributed to
the Holders of the Non-Retained Certificates pursuant to clauses first, fourth, seventh, tenth
and thirteenth of Section 4.1(a) on such Distribution Date.


 


“RR
Interest Owner”: A Person who owns any portion of the RR Interest, as identified to the Certificate Administrator in
writing. WFB is the RR Interest Owner of $7,467,250 of the RR Interest, DBNY is the RR Interest Owner of $4,693,700 of the RR
Interest, MSBNA is the RR Interest Owner of $4,693,700 of the RR Interest and CREFI is the RR Interest Owner $4,480,350 of the
RR Interest as of the Closing Date.


 


“RR
Interest Principal Distribution Amount”: With respect to any Distribution Date and the RR Interest, an amount equal
to the product of (i) the Risk Retained Allocation Percentage and (ii) the aggregate amount of principal distributed
to the Holders of the Non-


 



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Retained Certificates pursuant to clauses second, fifth, eighth, eleventh
and fourteenth of Section 4.1(a) on such Distribution Date.


 


“RR
Interest Rate”: For the RR Interest, an effective rate of interest equal to the weighted average of the Net Trust Note
Rate.


 


“RR
Interest Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the Certificate
Balance of the RR Interest after giving effect to distributions made on such Distribution Date exceeds (ii) the product of
(a) the Required Risk Retained Percentage and (b) the outstanding principal balance of the Mortgage Loan after giving
effect to (x) any payments of principal received with respect to the Payment Date occurring immediately prior to such Distribution
Date and allocated to the Mortgage Loan pursuant to the Co-Lender Agreement, and (y) the aggregate reductions of the principal
balance of the Mortgage Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 


“RR
Interest Safekeeping Account”: As defined in Section 5.1(d).


 


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


 


“Rule 15Ga-1
Notice”: As defined in Section 2.2(d).


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A
Global Certificate”: As defined in Section 5.2(b).


 


“Rule 144A
Information”: As defined in Section 3.21(c).


 


“Rule 144A
Information Recipients”: As defined in Section 3.21(c).


 


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


 


“Securitization
Indemnification Agreement”: The indemnification agreement, dated as of December 29, 2021, among the Depositor, the Initial
Purchasers, the Mortgage Loan Sellers, DBRI, MSBNA and the Borrower.


 


“Sequential
Pay Certificates”: The Class A, Class B, Class C, Class D and Class E Certificates.


 


“Servicer”:
Wells Fargo, or if any successor Servicer is appointed as herein provided, such successor servicer.


 






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“Servicer
Customary Expense”: As defined in Section 3.17.


 


“Servicer
Investment Personnel”: As defined in Section 6.5(a).


 


“Servicer
Servicing Personnel”: As defined in Section 6.5(a).


 


“Servicer
Termination Event”: As defined in Section 7.1(a).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Whole Loan
or any other assets of the Trust by an entity (other than the Certificate Administrator or 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 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have
the meaning commonly understood by participants in the commercial mortgage-backed securities industry.


 


“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 L hereto.


 


“Servicing
Fee”: With respect to the Mortgage Loan, each Companion Loan and any Foreclosed Property, a fee payable monthly to the
Servicer pursuant to Section 3.17, that will accrue at the Servicing Fee Rate, computed on the basis of the same principal
amount, on the same interest accrual basis, and for the same Whole Loan Interest Accrual Period respecting which any related interest
payment on the Mortgage Loan or such Companion Loan, as the case may be, is (or would have been) computed. For the avoidance of
doubt, the Servicing Fee with respect to the Mortgage Loan shall be deemed payable from the Lower-Tier REMIC.


 


“Servicing
Fee Rate”: With respect to (i) the Mortgage Loan (including any Foreclosed Property in respect thereof), 0.010% per
annum and (ii) each Companion Loan (including any Foreclosed Property in respect thereof), 0.005% per annum.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the
Trustee, the Certificate Administrator, the Servicer and the Special Servicer, that is performing activities that address the
Applicable Servicing Criteria as of any date of determination.


 


“Servicing
Officer”: Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and
servicing of the Whole Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee
and the Certificate Administrator on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an
Officer’s Certificate, as such list may from time to time be amended.


 


“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
Loan Documents. The parties to this Agreement acknowledge that that in the


 



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 event the Mortgaged Property securing a Companion Loan
is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other
Securitization Trust that includes such Companion Loan, the date on which quarterly financial statements are required to be delivered
to the related lender under the Loan Documents is, with respect to net operating income information, thirty (30) days following
the end of each fiscal quarter, subject to the terms of the Loan Agreement.


 


“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 5.3(m).


 


“Special
Notice”: As defined in Section 5.6.


 


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


 


“Special
Servicer Customary Expenses”: As defined in Section 3.17.


 


“Special
Servicer Investment Personnel”: As defined in Section 6.5(b).


 


“Special
Servicer Servicing Personnel”: As defined in Section 6.5(b).


 


“Special
Servicer Termination Event”: As defined in Section 7.1(a).


 


“Special
Servicing Fee”: If a Special Servicing Loan Event occurs, a fee payable monthly to the Special Servicer equal to an
amount computed on the basis of the same principal amount and for the same period respecting which any related interest payment
on the Whole Loan is computed, at a rate of 0.15% per annum until the Special Servicing Loan Event with respect to the
Specially Serviced Whole Loan no longer exists. Such fee shall be in addition to, and not in lieu of, any other fee or other
sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the Special Servicing Fee shall be deemed
payable from the Lower-Tier REMIC.


 


“Special
Servicing Loan Event”: With respect to the Whole Loan, the Mortgage Loan or any Companion Loan, (i) the Borrower
has not made two consecutive Monthly Payments (other than a Balloon Payment) (and has not cured at least one such delinquency
by the next Payment Date under the Loan Documents) in respect of the Whole Loan; (ii) the Servicer, and/or the Trustee have
made two consecutive Monthly Payment Advances with respect to the Mortgage Loan or any master servicer and/or trustee under any
Other Pooling and Servicing Agreement has made two consecutive Companion Loan Advances with respect to such Companion Loan (in
each case, regardless of whether such Monthly Payment Advances or Companion Loan Advances, as applicable, have been reimbursed);
(iii) the Borrower fails to make the entire Balloon Payment when due, and the Borrower has not delivered to the Servicer,
on or before the due date of such Balloon Payment, documentation reasonably satisfactory in form and substance to the Servicer
that provides that a refinancing of the Whole Loan, Mortgage Loan or any Companion Loan or sale of the Mortgaged Property will
occur within 120 days after the date on which such Balloon Payment will become due (provided that a Special Servicing Loan
Event will occur if either


 



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(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 Servicer is required to make a Monthly Payment Advance at any time prior to such refinancing or
sale); (iv) the Servicer and/or Special Servicer has received notice that the Borrower has become the subject as debtor
of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come due or
made an assignment for the benefit of creditors; (v) the Servicer and/or Special Servicer has received notice of a
foreclosure or threatened foreclosure of any lien on the Mortgaged Property; (vi) the Borrower has expressed in writing
to the Servicer or the Special Servicer an inability to pay the amounts owed under the Mortgage Loan or the Companion Loans
in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing Practices), a default in
the payment of principal or interest under the Whole Loan, the Mortgage Loan or any Companion Loan is reasonably
foreseeable and is not likely to be cured by the Borrower within 60 days; or (viii) a default under the Whole Loan, the
Mortgage Loan or any Companion Loan of which the Servicer has notice (other than a failure by the Borrower to pay principal
or interest) and that materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder
has occurred and remains unremedied for the applicable grace period specified in the Loan Documents (or, if no grace period
is specified, 60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect to the
circumstances described in clauses (i), (ii) and (iii) above, when the Borrower has brought
the Whole Loan current (including pursuant to the workout of the Whole Loan) and, with respect to clauses (i) and (ii)
above, thereafter made three consecutive full and timely Monthly Payments on the Whole Loan, and in the case of any of clauses (i), (ii) or (iii)
pursuant to the workout of the Whole Loan or (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii)
and (viii) above, when such circumstances cease to exist in the judgment of the Servicer and/or Special Servicer, as
applicable (consistent with the Accepted Servicing Practices); provided, in any case, that at that time no other
circumstance exists (as described above) that would constitute a Special Servicing Loan Event.


 


“Specially
Serviced Whole Loan”: The Whole Loan during the occurrence of a Special Servicing Loan Event.


 


“Startup
Day”: As defined in Section 12.1(c).


 


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


 


“Subsequent
Asset Status Report”: As defined in Section 3.10(i).


 


“Sub-Servicer”:
Any Person that (i) Services the Whole Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing
functions required to be performed by the Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement,
with respect to the Whole Loan, that are identified in Item 1122(d) of Regulation AB.


 






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“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor
Property Manager”: Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trust,
to serve as manager of the Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from the Rating
Agency, will not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates or any Companion
Loan Securities by the Rating Agency.


 


“Temporary
Regulation S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(g).


 


“Terminating
Party”: As defined in Section 7.1(g).


 


“Transferee
Affidavit”: As defined in Section 5.3(n)(ii).


 


“Transferor
Letter”: As defined in Section 5.3(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “BXP Trust 2021-601L”.


 


“Trust
A Notes”: Note A-1-S1, Note A-2-S1, Note A-3-S1 and Note A-4-S1.


 


“Trust
Appraisal Reduction Amount”: Any portion of the Appraisal Reduction Amount allocated to the Trust Notes.


 


“Trust
B Notes”: Note B-1, Note B-2, Note B-3 and Note B-4.


 


“Trust
Fund”: The corpus of the Trust created by this Agreement, consisting of (i) the Mortgage Loan, including the Trust
Notes together with the Mortgage File (exclusive of the original Companion Notes) relating thereto (other than the rights of the
Lender under the Securitization Cooperation Provisions, which rights shall be retained by the Mortgage Loan Sellers and shall
not be assigned to the Trustee under this Agreement); (ii) all scheduled and unscheduled payments on or collections in respect
of the Trust Notes; (iii) the Foreclosed Property (to the extent of the Trust’s interest therein); (iv) all revenues
received in respect of the Foreclosed Property; (v) the Servicer’s, Special Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgaged Property required to be maintained pursuant to this Agreement
and any proceeds thereof; (vi) any indemnities or guaranties given as additional security for the Trust Notes; (vii) all
funds deposited in the Collection Account (other than the Distribution Account, including reinvestment income thereon (except
as otherwise provided herein)); (viii) any environmental indemnity agreements relating to the Mortgaged Property; (ix) the
rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement; (x) the security interest in the Reserve
Accounts granted pursuant to Section 2.1; and (xi) all other assets included or to be included in the Lower-Tier
REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated Lower-Tier Interests; (xiii) the Closing Date Deposit
Amount; and (xiv) the proceeds of any of the foregoing.


 






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“Trust
Fund Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust (including, without
limitation, all interest on Advances and any other unanticipated expenses of the Trust reimbursable or payable by the Borrower
under the Loan Agreement (to the extent not reimbursed by the Borrower or deemed a Nonrecoverable Advance)) and all other amounts
(such as indemnification payments, Special Servicing Fees, Work-out Fees and Liquidation Fees), in each case permitted to be retained,
reimbursed or withdrawn and remitted by the Servicer, the Special Servicer or the Certificate Administrator (on behalf of itself
or the Trustee), as applicable, from the Collection Account or the Distribution Account pursuant to this Agreement. Expenses incurred
as a result of the exercise by the Servicer or Special Servicer of any right granted under the Loan Documents to obtain terrorism
insurance in the event that the Borrower (i) is not required to purchase such terrorism insurance or (ii) is only required
to purchase terrorism insurance up to a cap will be a Trust Fund Expense.


 


“Trust
Notes”: As defined in the Introductory Statement.


 


“Trust
REMIC”: The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.


 


“Trustee”:
Computershare, in its capacity as trustee, or if any successor trustee is appointed as herein provided, such successor trustee.
Computershare shall perform the Trustee role through its Corporate Trust Services division (including, as applicable, any agents
or affiliates utilized thereby).


 


“Trustee
Fee”: The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee
pursuant to Section 8.5 which will accrue at the Trustee Fee Rate.


 


“Trustee
Fee Rate”: $250 per month, as further described in the definition of “Certificate Administrator Fee Rate”.


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC, Class LD, Class LE, and Class LRRI Uncertificated Interests.


 


“Uninsured
Cause”: With respect to the Whole Loan, any cause of damage to the Mortgaged Property subject to the Mortgage such that
the complete restoration of the Mortgaged Property is not fully reimbursable (but without regard to any applicable deductible
provisions) by any insurance policy required to be maintained with respect thereto pursuant to the terms of the Loan Documents
or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Whole Loan
or upon foreclosure or liquidation of the Mortgaged Property (net of related foreclosure expenses and Liquidation Expenses) during
the related Collection Period including, but not limited to, prepayments due to acceleration of the Whole Loan, Net Liquidation
Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments
and collections on the Whole Loan not scheduled to be received, other than Monthly Payments or the Balloon Payment.


 






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“Upper-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier
REMIC.


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated
Lower-Tier Interests and such amounts as shall from time to time be held in the Upper-Tier Distribution Account.


 


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


 


“U.S.
Securities Person”: A “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At any time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes
of Certificates of Certificateholders as follows: (i) (x) except as described in clause (y) of this clause (i),
4.0% in the aggregate to the Class X Certificates (for so long as the Notional Amount of such Class has not been reduced
to zero) and (y) 0% to the Class X Certificates in the case of votes pertaining to terminating and replacing the Special
Servicer, as described in Section 7.1 and (ii) in the case of any other Class of Certificates (other than the
Class R Certificates but including the RR Interest), a percentage equal to the product of (x) the percentage of Voting
Rights remaining after allocations in clause (i) above, and (y) a percentage equal to the aggregate of the Certificate
Balances of the Class (and in connection with certain votes described in Section 7.1, taking into account any notional
reduction in the Certificate Balance for the Trust Appraisal Reduction Amounts allocated to the Sequential Pay Certificates and
the RR Interest), in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate
of the Certificate Balances (and in connection with certain votes described in Section 7.1, taking into account any
notional reduction in the Certificate Balance, for the Trust Appraisal Reduction Amounts allocated to the Sequential Pay Certificates
and the RR Interest) of all Classes of Certificates (other than the Class X and Class R Certificates), in each case
determined as of the prior Distribution Date. The Class R Certificates shall not be entitled to any Voting Rights.


 


“Wells
Fargo”: Wells Fargo Bank, National Association, a national banking association, and its successors-in-interest.


 


“WFB”:
As defined in the Introductory Statement.


 






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“Whole
Loan”: As defined in the Introductory Statement to this Agreement.


 


“Whole
Loan Default”: A “Default” as defined in the Loan Agreement.


 


“Whole
Loan Interest Accrual Period”: For the first Payment Date, the period commencing on December 29, 2021 and ending on
(and including) January 10, 2022, and for each Payment Date thereafter, the period commencing on the 11th calendar
day of the month immediately preceding the month in which such Payment Date occurs, and ending on (and including) the 10th
calendar day of the month in which such Payment Date occurs.


 


“Work-out
Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.25% of each payment of principal
and interest (other than Default Interest) made on the Whole Loan following the execution of a written agreement with the applicable
Loan Parties negotiated by the Special Servicer, if a Special Servicing Loan Event is terminated following resolution of such
Special Servicing Loan Event by such agreement (for so long as another Special Servicing Loan Event does not occur); provided
that any such Work-out Fee shall be reduced by any Net Modification Fees paid by the Borrower with respect to the Whole Loan
that were received and retained by the Special Servicer within 18 months prior to such workout, but only to the extent those Net
Modification Fees have not previously been deducted from a Work-out Fee or Liquidation Fee (each amount of the Work-out Fee will
be reduced to an amount (but not to an amount less than zero) until the aggregate amount of such reductions equals such Net Modification
Fees).


 


“Yield
Maintenance Premium”: As defined in the Loan Agreement.


 


1.2.           Interpretation.
(a)  Whenever this Agreement refers to a Distribution Date and a
“related” Collection Period, Whole Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date,
such reference shall be to the Collection Period, Whole Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment
Date, as applicable, occurring immediately preceding or most recently ended prior to, as applicable, such Distribution Date.


 


(b)            Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference shall
be to the Pass-Through Rate for the applicable Class for the related Certificate Interest Accrual Period.


 


(c)            The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified.


 


(d)            Calculations of interest on the Regular Certificates shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.


 


1.3.           Certain
Calculations in Respect of the Mortgage Loan, Companion Loans. (a)  All amounts collected by or on behalf of the
Trust in respect of the Whole Loan in the form of payments from or on behalf of the Borrower, including Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary
to be applied to the restoration, preservation or repair of the Mortgaged Property or to


 



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be
released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the
Loan Documents and the Co-Lender Agreement (including for principal and accrued and unpaid interest) in accordance with
the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence
of such express provisions or if and to the extent that such terms authorize the Lender to use its discretion and in any
event for purposes of calculating distributions hereunder after a Mortgage Loan Event of Default, all such amounts collected
in respect of the Whole Loan (exclusive of any amounts payable to Companion Loan Holders pursuant to the terms of the
Co-Lender Agreement) shall be deemed to be applied by the Servicer in the following order of priority: first, as a
recovery of any unreimbursed Advances plus interest accrued thereon at the Advance Rate and, if applicable, unreimbursed
Liquidation Expenses and unpaid Trust Fund Expenses allocated to the Mortgage Loan; second, as a recovery of
Nonrecoverable Advances plus interest accrued thereon at the Advance Rate to the extent previously reimbursed from principal
collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest on each Trust Note
that has not been the subject of a Monthly Payment Advance, to the extent of the excess of (i) accrued and unpaid
interest on such outstanding Trust Note at the Net Trust Note Rate (without giving effect to any increase in the Net Trust
Note Rate required under the Loan Agreement as a result of a Mortgage Loan Event of Default) through and including the end of
the Whole Loan Interest Accrual Period in which such collections were received by or on behalf of the Trust, over
(ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly
Payment Advances for the Mortgage Loan that have occurred under Section 3.23(a) in connection with Trust
Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid
interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied
sequentially to accrued and unpaid interest on the Trust A Notes and Trust B Notes, in that order); fourth, as a
recovery of principal due and payable on each Trust Note, including by reason of acceleration of the Whole Loan following a
Mortgage Loan Event of Default (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its
entire remaining unpaid principal balance), first to the Trust A Notes and second to the Trust B Notes, in each case until
their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on
each Trust Note to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of
the related Monthly Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a)
in connection with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of
accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid
interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes and Trust B Notes, in that order); sixth,
as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then
required to be held in escrow; eighth, as a recovery of any Yield Maintenance Premiums on the Mortgage Loan; ninth,
as a recovery of any Assumption Fees, defeasance fees and Modification Fees then due and owing under the Mortgage Loan; tenth,
as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; and eleventh, as a
recovery of any other amounts then due and owing under the Mortgage Loan, provided that, to the extent required under
the REMIC Provisions of the Code, payments or proceeds received with respect to the release of any portion of the Mortgaged
Property (including following a condemnation) from the lien of the Mortgage and Loan Documents must be allocated to
reduce


 



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the principal balance of the Mortgage Loan in the manner permitted by the REMIC Provisions if, immediately
following such release, the loan-to value ratio of the Mortgage Loan (or the Whole Loan) exceeds 125% (based solely on real property
and excluding any personal property and going concern value).


 


(b)            Collections
by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of
the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property, and exclusive of amounts
payable to the Companion Loan Holders pursuant to the Co-Lender Agreement) shall be deemed to be applied in the following
order of priority: first, as a recovery of any unreimbursed Advances plus interest accrued thereon at the Advance Rate
and, if applicable, unreimbursed Liquidation Expenses and unpaid Trust Fund Expenses allocated to the Mortgage Loan; second,
as a recovery of Nonrecoverable Advances plus interest accrued thereon at the Advance Rate to the extent previously
reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid
interest on the Trust Notes that has not been the subject of a Monthly Payment Advance to the extent of the excess of
(i) accrued and unpaid interest on the each outstanding Trust Note at the Net Trust Note Rate (without giving effect to
any increase in the Net Trust Note Rate required under the Loan Agreement as a result of a Mortgage Loan Event of
Default) through and including the end of the Whole Loan Interest Accrual Period in which such collections were received by
or on behalf of the Trust, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest
portion of the related Monthly Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a)
in connection with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery
of accrued and unpaid interest pursuant to clause fifth in Section 1.3(a) or clause fifth
below on earlier dates), (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on
the Trust A Notes and Trust B Notes, in that order); fourth, as a recovery of principal due and payable on each
Trust Note, including by reason of acceleration of the Whole Loan following a Mortgage Loan Event of Default (or, if the
Whole Loan has been liquidated, on a pro rata and pari passu basis to each such Trust Note, as a recovery of
principal to the extent of its entire remaining unpaid principal balance), first, to the Trust A Notes and second to the
Trust B Notes, in each case until their respective principal balances are reduced to zero; fifth, as a recovery of
accrued and unpaid interest on each Trust Note to the extent of the cumulative amount of the reductions (if any) in the
amount of the interest portion of the related Monthly Payment Advances for the Mortgage Loan that have theretofore occurred
under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the extent that collections have
not theretofore been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
in Section 1.3(a) on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued
and unpaid interest on the Trust A Notes and Trust B Notes, in that order) on a pro rata and pari passu basis; sixth,
as a recovery of Yield Maintenance Premiums on the Mortgage Loan; seventh, as a recovery of any Default Interest
then deemed to be due and owing under the Mortgage Loan; and eighth, as a recovery of any other amounts deemed to be
due and owing in respect of the Mortgage Loan.


 


(c)            [Reserved.]


 


(d)            All net present value calculations and determinations made under this Agreement with respect to the Whole Loan, the Mortgage Loan,
the Companion Loans, or the


 



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Mortgaged Property or Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely
(i) for principal and interest payments on the Whole Loan, the Mortgage Loan, any Companion Loan, or sale of the Whole Loan,
the Mortgage Loan or such Companion Loan if it is in default, by the Special Servicer the higher of (1) the rate determined
by the Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Loan Parties
on similar debt of the Loan Parties as of such date of determination, (2) the weighted average of the Note Rates on the Mortgage
Loan, the Whole Loan or the Companion Loans, as the case may be, based on its outstanding principal balance and (3) and the yield
on 10 year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow,
the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).


 


2.                 
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES AND RR INTEREST


 


2.1.          
Creation and Declaration of Trust; Conveyance of the Mortgage Loan. (a)  The Depositor, concurrently with the
execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed
in trust to the Trustee for the benefit of Certificateholders without recourse (except to the extent otherwise provided herein
and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing
or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”,
including without limitation (i) all rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement, (ii) all
right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor
in and to the Closing Date Deposit Amount, (iv) all right, title and interest of the Depositor in and to the Mortgage Loan
as of the Closing Date and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the
Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the Mortgage Loan due and payable after the
Cut-off Date and all principal payments received after the Cut-off Date.


 


Such
sale, transfer and assignment include any related escrow accounts and any security interest under the Mortgage Loan (whether in
real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to
the Depositor by the Loan Parties or any other party under the Loan Documents relating to the Mortgage Loan. Such sale, transfer
and assignment further include all Loan Documents relating to the Mortgage Loan (other than the Securitization Cooperation Provisions).
Notwithstanding anything to the contrary herein, the rights of the Lender under Article 9 of the Loan Agreement shall be retained
by the Mortgage Loan Sellers and shall not be part of the Trust Fund.


 


(b)            In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (i) the
original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together
with a copy of such Trust Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the
order of Computershare Trust Company, National Association, as Trustee for the benefit of Holders of BXP Trust 2021-601L, Commercial
Mortgage Pass-Through Certificates, Series 2021-601L and the Companion Loan Holders without recourse or warranty except as set


 






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forth in the Trust and Servicing Agreement, dated as of December 29, 2021, among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Sits Holdings, LLC, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator and Trustee”, which Trust Notes and all endorsements thereon
shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii) on or before the date occurring
5 days after the Closing Date (the “Delivery Date”), the following documents or instruments with respect to
the Whole Loan (collectively with the original Trust Notes required under clause (i) above, the “Mortgage
File”), in each case executed by the parties thereto:


 


(A)           the original Loan Agreement, including all amendments thereto as well as the original of each letter of credit, if any, constituting
additional collateral for the Whole Loan, which letter of credit shall either (i) name as beneficiary “Wells Fargo
Bank, National Association, as Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit
of registered holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, and on
behalf of the Companion Loan Holders” or (ii) be accompanied by all documentation necessary in order to transfer all
rights of the named beneficiary in such letter of credit to the Servicer on behalf of the Trustee and to receive, after presentment
by the Servicer (in accordance with Section 3.1) to the bank issuing such letter of credit, a reissued letter of credit
in the name of the Servicer on behalf of the Trustee;


 


(B)           an original recorded counterpart of the Mortgage or certified copies of the recorded Mortgage;


 


(C)           the original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the
applicable jurisdiction in which the Mortgaged Property is located to “Computershare Trust Company, National Association,
as Trustee for the benefit of Holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L,
and on behalf of the Companion Loan Holders, as their interests may appear” without recourse;


 


(D)           an original of the Assignment of Management Agreement;


 


(E)            an original of the Cash Management Agreement;


 


(F)           
an original of the Environmental Indemnity;


 


(G)            an original of the Guaranty;


 


(H)           the Lockbox Agreements;


 


(I)             where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured
party named in such UCC-1 financing statement to


 






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the Trustee of the security interest in the personal property and other UCC
collateral constituting security for repayment of the Whole Loan;


 


(J)             the lender’s title insurance policies (which may be in the form of an electronically issued policy) obtained in connection
with the origination of the Whole Loan (or marked, signed commitments to insure or pro forma title insurance policies),
together with any endorsements thereto;


 


(K)           any other material written agreements related to the Whole Loan or any other documents delivered by the Lender or the Loan Parties
in connection with the closing of the Whole Loan or with respect to the Whole Loan or any amendment thereof and any legal opinions
delivered in connection with the origination of the Whole Loan;


 


(L)            all other instruments, if any, constituting additional security for the repayment of the Whole Loan; and


 


(M)          any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


The
Depositor shall provide the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents
in its possession constituting part of the Mortgage File.


 


In
addition, the Depositor shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies
or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment
of premiums relating thereto (which may consist of such policies or certificates).


 


Each
Assignment of Mortgage and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories
shall be filed or recorded, as applicable, by a designee of the Depositor, with instructions to return all such recorded documents,
or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In
the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable
filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the
Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or
recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances
where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded,
the obligations of the Depositor hereunder and the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreement
shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if
applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof.


 


The
ownership of the Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in
the Trust or the Trustee for the benefit of the Certificateholders and (other than the Trust Notes) the Companion Loan Holders.
The Depositor,


 






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the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of
the Mortgage Loan and to promptly indicate to all inquiring parties that the Mortgage Loan has been sold and to claim no ownership
interest in the Mortgage Loan. All original documents relating to the Mortgage Loan that are not delivered to the Custodian are
and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the
Certificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.1(b)
to be a part of a Mortgage File, such document shall be delivered promptly to the Custodian.


 


2.2.           
Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee
acknowledges the assignment to it by the Depositor of the Trust Fund in good faith without notice of adverse claims and the Custodian
declares that it holds and will hold or will cause to be held such documents as are delivered to it constituting the Mortgage
File (to the extent the documents constituting the Mortgage File are actually delivered to it) in trust, upon the conditions herein
set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holders.


 


(b)              The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate
Administrator of its acceptance of its appointment hereunder as Custodian and, in such capacity, that (i) the original Trust
Notes specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any, have
been received by the Custodian; and (ii) such original Trust Notes have been reviewed by the Custodian and (A) appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower),
(B) appear to have been executed and (C) purport to relate to the Mortgage Loan. The Custodian agrees to review or cause
to be reviewed the Mortgage File within thirty (30) days after the Closing Date, and to deliver to the Depositor, the Companion
Loan Holders, the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of
a Consultation Termination Event), the Servicer and the Special Servicer a report certifying, subject to any exceptions found
by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all
documents have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not
been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Whole Loan. The Custodian shall have no
responsibility for reviewing the Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian
shall be under no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently
determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose,
whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms
to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate
office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to
the Mortgaged Property.


 


If
the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B),
(C) and (I) of Section 2.1(b) 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 for


 






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filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been satisfied
on a provisional basis as of the Delivery 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 Mortgage Loan Sellers to be a true and complete copy of the original thereof submitted for filing or recording) is delivered
to the Custodian on or before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred
to in clause (ii)(B), (C) and (I) of Section 2.1(b) 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
180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Custodian shall
consent to so long as the Depositor provides a certification in writing to the Custodian no less often than every 90 days that
it is attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original
or photocopy).


 


(c)              Upon
the first anniversary of the Closing Date, the Custodian shall deliver a final exception report as to any remaining
documents that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either: (i) cause such
document deficiency to be cured; or (ii) use commercially reasonable efforts to cause the Mortgage Loan Sellers to
repurchase the Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement if such exception is a Material Document
Defect. Notwithstanding anything to the contrary herein, no Defect (except for a Defect with respect to the documents
described in clause (i) of Section 2.1(b) and the documents described in clauses (ii)(B)
and (C) of Section 2.1(b)) or a Defect that relates to the Mortgage Loan being other than a
“qualified mortgage” within the meaning of Code Section 860G(a)(3)) shall be considered to be a Material
Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent
enforcement of the Lender’s rights or remedies under the Mortgage Loan; (B) defending any claim asserted by the
Borrower or third party with respect to the Mortgage Loan; (C) establishing the validity or priority of any lien on any
collateral securing the Mortgage Loan; or (D) any immediate significant servicing obligations, including without
limitation, making a claim under a title policy. The Trustee’s sole remedy against any Mortgage Loan Sellers
in connection with a Material Document Defect is to enforce the repurchase claim in accordance with the provisions of the
Mortgage Loan Purchase Agreement.


 


(d)              If the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer, as
applicable, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”)
or such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or Special Servicer by another party
hereto, then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or Repurchase Request Withdrawal
(each, a “Rule 15Ga-1 Notice”) to the Depositor, the Companion Loan Holders and the Mortgage Loan Sellers,
in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered
by electronic means.


 






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


 


A
Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1
Notice provided pursuant to this Section 2.2(d) 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 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 2.2(d) 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 Mortgage Loan Purchase Agreement,
including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Communication of a Repurchase
Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase
Request or Repurchase Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred
and is continuing), and include the following statement in the related correspondence: “This is a “Repurchase Request
Withdrawal” under Section 2.2 of this Agreement relating to the BXP Trust 2021-601L, Commercial Mortgage Pass-Through
Certificates, Series 2021-601L requiring action by you as the recipient of such Repurchase Request or Repurchase Request
Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal
by the Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such
Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures
set forth in this Section 2.2(d) with respect to such Repurchase Request or Repurchase Request Withdrawal.


 


If
the Depositor, the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request
Withdrawal of which notice has been previously received or given, and such notice was not received from or copied to the Servicer
or the Special Servicer, then such party shall promptly give notice of such Repurchase Request Withdrawal to the Servicer or the
Special Servicer, as applicable.


 


In
the event that the Mortgage Loan is repurchased or replaced pursuant to Section 2.9, the Servicer or Special Servicer
shall promptly notify the Depositor, the Certificate Administrator and the Trustee of such repurchase or replacement.


 


2.3.           
Representations and Warranties of the Trustee. (a)  Computershare Trust Company, National Association, as Trustee,
hereby represents and warrants, for the benefit of the


 






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Certificateholders and
the Companion Loan Holders to the other parties hereto that as of the Closing Date:


 


(i)              
the Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the
United States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)             
the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this
Agreement will not violate the Trustee’s articles of association 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 contract,
agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets,
which default or breach of such material contract or other instrument would have a material adverse effect on the
Trustee’s performance of its obligations hereunder;


 


(iii)             except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to the Mortgaged Property as contemplated by Section 8.10, the
Trustee has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding
obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may
be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law);


 


(v)              the Trustee, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Trustee
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Trustee or its properties or might have consequences that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)             no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date;


 






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(vii)            no litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


 


(viii)           the Trustee is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies
with the requirements of Section 8.6(c).


 


(b)              The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the
termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.


 


2.4.          
  Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby
represents and warrants, for the benefit of the Certificateholders and the Companion Loan Holders to the other parties hereto
that as of the Closing Date:


 


(i)              
the Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing under
the laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)             
the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms
of this Agreement will not violate the Certificate Administrator’s articles of association 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
contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate
Administrator or any of its assets;


 


(iii)          
  the Certificate Administrator has the full power and authority to enter into and consummate the transactions
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement, which default or breach of such material contract or other instrument would have a
material adverse effect on the Certificate Administrator’s performance of its obligations hereunder;


 


(iv)             this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding
obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as
such enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law);


 


(v)              the Certificate Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement
by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a


 






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violation
with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might
have consequences that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)            no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or
if required, such approval has been obtained prior to the Closing Date;


 


(vii)           the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise
complies with the requirements of Section 8.6(c); and


 


(viii)          no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations
under this Agreement.


 


(b)            
The respective representations and warranties of the Certificate Administrator set forth in this Section 2.4 shall
survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


 


2.5.           
Representations and Warranties of the Servicer. (a)  Wells Fargo Bank, National Association, as Servicer, hereby
represents and warrants to the other parties hereto and for the benefit of the Certificateholders that as of the Closing Date:


 


(i)              it is a national banking association duly organized, validly existing, and in good standing under the laws of the United States;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Mortgaged Property is located to the extent required by applicable law and necessary to ensure the enforceability of
the Mortgage Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to
possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver,
and comply with its obligations under this Agreement;


 


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


 






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its ability to perform its obligations hereunder, or materially
impair the ability of the Trust Fund to realize on the Collateral;


 


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


 


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


 


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


 


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


 


(vii)           it has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case, complies with the requirements of Section 3.11 hereof.


 


(b)             The representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination of
this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders.


 


2.6.            Representations
and Warranties of the Special Servicer. (a)  Situs Holdings, LLC, as Special Servicer, hereby represents and
warrants to the other parties hereto and for the benefit of the Certificateholders that as of the Closing Date:


 


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


 


(ii)             the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its certificate of organization and limited liability company operating agreement, or any other
material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable
to it and will not constitute a default (or


 






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any event which, with notice or lapse of time or both, would constitute a default)
under any material contract, agreement, or other instrument to which it is a party or which may be applicable to any of its assets,
which violation or default would have consequences that would materially and adversely affect its financial condition or operations
or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the
Trust Fund to realize on the Collateral;


 


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


 


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


 


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


 


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


 


(vii)            it has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case, complies with the requirements of Section 3.11 hereof.


 


(b)              The representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders.


 


2.7.          
  Representations and Warranties of the Depositor. (a)  The Depositor hereby represents and warrants to
the other parties hereto and for the benefit of the Certificateholders that as of the Closing Date:


 


(i)              
the Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the State of North Carolina,
with full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform
its obligations under this Agreement, and to create the trust pursuant hereto;


 


(ii)              the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate
action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of
the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach
of, or constitute a default under (A) any of the


 






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provisions of any law, rule, regulation, judgment, decree or order binding
on the Depositor, (B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement
or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it;


 


(iii)             the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated
hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained,
given, effected or taken prior to the date hereof;


 


(iv)             this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


(v)              there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to
be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body
(A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which
in the judgment of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor,
materially and adversely affect its ability to perform its obligations under this Agreement;


 


(vi)             the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor to perform
its obligations hereunder;


 


(vii)            other than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to
the Mortgage Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)           the Depositor is accounting for the transfer of the Mortgage Loan as a sale under generally accepted accounting principles and
for federal income tax purposes;


 


(ix)              the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and


 


(x)              the Depositor has not transferred the Mortgage Loan with an intent to hinder, delay or defraud its creditors.


 






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(b)            
The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer
and the Special Servicer.


 


(c)            
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.8(a)
and (b), none of the Certificateholders, the Trustee, or the Certificate Administrator on their behalf shall have any
rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Mortgage Loan.


 


2.8.      
    Representations and Warranties Contained in the Mortgage Loan Purchase Agreement. (a)  Upon
discovery by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of
any representation and warranty set forth in Exhibit A to the Mortgage Loan Purchase Agreement, which representation
and warranty was made by the Mortgage Loan Sellers in the Mortgage Loan Purchase Agreement and has been assigned to the Trustee
pursuant to Section 2.1 hereof, or (ii) a Material Document Defect, such Person shall give prompt notice thereof
to the other parties hereto and the Companion Loan Holders, and upon receipt or delivery, as applicable, of such notice the Servicer
or Special Servicer, as applicable, shall use commercially reasonable efforts to cause the Mortgage Loan Sellers, to the extent
obligated to do so under the Mortgage Loan Purchase Agreement, to cure such default or defect or repurchase its respective Loan
Percentage Interests in the Mortgage Loan (or a portion of the Mortgage Loan in connection with a Material Breach or a Material
Document Defect) under the terms of and within the time period specified by the Mortgage Loan Purchase Agreement, it being understood
and agreed that none of such Persons has an obligation to conduct any investigation with respect to such matters; provided,
that within ninety (90) days of (1) the receipt by the Mortgage Loan Sellers of notice of such Material Document Defect
or Material Breach, as the case may be, or (2) the discovery of such Defect or breach by any party hereto, in the case of
a Defect or breach that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of Code
Section 860G(a)(3), will be a Material Breach or Material Document Defect, respectively, and with respect to any such Material
Breach or Material Document Defect, the Mortgage Loan Sellers shall either (x) repurchase the Mortgage Loan at the Repurchase
Price, (y) promptly cure such Material Document Defect or Material Breach, as the case may be, in all material respects (provided,
that in the case of this clause (y), any such cure that is of a monetary nature shall be made by the Loan Sellers on a pro
rata basis in accordance with their respective Loan Percentage Interests and any Loan Seller that pays more than such pro
rata share will be entitled to contribution from the other Loan Sellers) or (z) if such Material Document Defect or Material
Breach is not related to the Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3),
indemnify the Trust in respect of its respective Loan Percentage Interest in the Mortgage Loan for the losses directly related
to such Material Document Defect or Material Breach, subject to receipt of Rating Agency Confirmation from the Rating Agency with
respect to such action; provided, that in the event that such Material Document Defect or Material Breach does not cause
the Mortgage Loan to be other than a “qualified mortgage” as described in Code Section 860G(a)(3) and is capable
of being cured but not within such 90-day period if the Mortgage Loan Sellers has commenced and is diligently proceeding with
the cure of such Material Document Defect or Material Breach, the Mortgage Loan Sellers will have an additional 90 days to complete
such cure; provided, further, that with respect to such additional 90-day period, the Mortgage Loan Sellers shall
have delivered an officer’s certificate to the


 






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Trustee, the Certificate
Administrator and the Servicer setting forth the reason why such Material Document Defect or Material Breach is not capable of
being cured within the initial 90-day period and what actions the Mortgage Loan Sellers is pursuing in connection with the cure
thereof and stating that the Mortgage Loan Sellers anticipates that such Material Document Defect or Material Breach will be cured
within the additional 90-day period. For the avoidance of doubt, no Liquidation Fee will be payable by the Mortgage Loan Sellers
in connection with a repurchase of their respective Loan Percentage Interest in the Mortgage Loan due to a Material Breach or
a Material Document Defect if made in accordance with and within the 90 day period set forth in the Mortgage Loan Purchase Agreement
(including any applicable extended period).


 


(b)             
Upon receipt by the Servicer from the Mortgage Loan Sellers of Repurchase Price for the Mortgage Loan (or any portion thereof),
the Servicer shall deposit such amount in the Collection Account, and the Custodian shall, upon receipt of a certificate of a
Servicing Officer certifying as to (1) the receipt by the Servicer of the Repurchase Price (or a portion thereof) and the deposit
of the Repurchase Price (or a portion thereof) into the Collection Account pursuant to this Section 2.8(b) and (2)
if applicable, compliance with the conditions set forth in clause (c) below, (i) release or cause to be released
to the designees of the Mortgage Loan Sellers the Repurchase Mortgage File and the Trustee shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, representation or warranty (except that the Mortgage Loan is owned by
the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee
the Mortgage Loan (or any portion thereof) released pursuant hereto and the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer shall have no further responsibility with regard to such Repurchase Mortgage File and (ii) release
or cause to be released to the Mortgage Loan Sellers any escrow payments and reserve funds held by the Trustee, or on the Trustee’s
behalf, in respect of the Mortgage Loan.


 


(c)             
In the event that the Mortgage Loan or a portion thereof is repurchased pursuant to this Section 2.8, the Servicer
or Special Servicer, as applicable, shall promptly notify the Depositor of such repurchase.


 


2.9.          
  Execution and Delivery of Certificates; Issuance of Uncertificated Lower Tier Interests. The Trustee
acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising the Trust
Fund. Concurrently with such assignment and delivery and in exchange therefor, (i) the Certificate Administrator acknowledges
the issuance of (x) the Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in
exchange for the Mortgage Loan, receipt of which is hereby acknowledged, (ii) immediately thereafter, the Certificate
Administrator acknowledges (x) the assignment by the Depositor to the Trustee of the Uncertificated Lower-Tier
Interests, and in exchange therefor that it (y) has executed and has authenticated and delivered to or upon the order of the
Depositor, the Regular Certificates and has issued the Class UT-R Interest, and (z) has executed and has authenticated
and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and
Class UT-R Interests and (iii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular
Certificates in authorized denominations and the Class UT-R Interest evidencing the entire beneficial ownership of
the Upper-Tier REMIC.


 


2.10.      
    Miscellaneous REMIC Provisions. (a) The Class A, Class X, Class B, Class C, Class D
and Class E Certificates and the RR Interest are hereby designated as the “regular


 






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interests” in the
Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code and the Class UT-R Interest,
represented by the Class R Certificates, is hereby designated as the sole class of “residual interests” in
the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Class LA, Class LB,
Class LC, Class LD, Class LE, and Class LRRI Uncertificated Interests are hereby designated as the
“regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the
Class LT-R Interest, represented by the Class R Certificates, is hereby designated as the sole class of
“residual interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the
Code.


 


3.                 
ADMINISTRATION AND SERVICING OF THE MORTGAGE Loan


 


3.1.                     Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. Subject to Section 2.8(c),
the Servicer and the Special Servicer, each as an independent contractor, shall service and administer the Mortgage Loan (and
the Companion Loans) and administer Foreclosed Property solely on behalf of the Trust in the best interest of, and for the benefit
of, all the Certificateholders and the Companion Loan Holders as a collective whole as if such Certificateholders and Companion
Loan Holders constituted one lender (taking into account the subordination of the Trust B Notes to the A Notes) (as determined
by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance
with applicable law (including the REMIC Provisions), the terms of this Agreement, the Co-Lender Agreement and the Loan Documents
and, to the extent consistent with the foregoing, the following standards: (i) the higher of (a) the same manner in
which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services
and administers similar loans and administers foreclosed properties for other third-party portfolios, giving due consideration
to customary and usual standards of practice of prudent institutional commercial mortgage lenders in servicing their own loans
and administering their own foreclosed properties, or (b) the same manner in which and with the same care, skill, prudence
and diligence the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed properties it
owns and administers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest
under the Mortgage Loan and the Companion Loans or, if the Mortgage Loan or any Companion Loan comes into and continues in default
and if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery
on the Whole Loan to the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders
and Companion Loan Holders constituted one lender (taking into account the interests of each of the holders of the Notes and the
subordination of the Trust B Notes to the A Notes) on a net present value basis and (b) any Trust Fund Expenses that are
reimbursable or payable by the Borrower under the Loan Documents and (iii) without regard to any conflict of interest arising
from:


 


(A)           any relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Affiliate, the
Mortgage Loan Sellers, any Companion Loan Holders, the RR Interest Owners the Depositor or any of their respective Affiliates;


 


(B)            the ownership of any Certificate or any Companion Loan or any interest in any Companion Loan by the Servicer or the Special Servicer
or by any Affiliate thereof (including any Companion Loan Securities);


 






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(C)            in the case of the Servicer, its obligation to make Advances;


 


(D)           the right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation or
other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to
any particular transaction; or


 


(E)            the ownership, servicing or management for others of any other loans or properties by the Servicer or the Special Servicer, as
applicable, or any of their affiliates.


 


Subject
to the above-described servicing standards (hereinafter referred to as “Accepted Servicing Practices”)
and the terms of this Agreement and of the Loan Documents, the Servicer and the Special Servicer each shall have full power and
authority, acting alone and/or through (in the case of the Servicer) one or more sub-servicers as provided in Section 3.2,
to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary
or desirable. The Servicer and the Special Servicer shall service and administer the Whole Loan in accordance with applicable
state and federal law. At the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form
of power of attorney or other documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any
powers of attorney and other documents necessary or appropriate to enable such Servicer or the Special Servicer to carry out its
servicing and administrative duties hereunder, and the Trustee shall not be held responsible (and shall be indemnified by the
Servicer or the Special Servicer) for any negligence or misuse by the Servicer or the Special Servicer in its uses of any such
powers of attorney or other document. Notwithstanding anything contained herein to the contrary, the Servicer and the Special
Servicer shall not without the Trustee’s and the Certificate Administrator’s prior written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s or the Certificate Administrator’s name without indicating
the representative capacity of the Servicer or the Special Servicer, as applicable, or (ii) take any action with the intent
to, and which actually does cause, the Trustee or the Certificate Administrator to be registered to do business in any state.


 


The
liability of each of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer
and the Special Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Mortgage Loan or the Companion Loans. In connection with any ground lease, the Servicer shall promptly,
and in any event within 60 days following the later of receipt of the applicable ground lease and the Closing Date, notify the
related ground lessor of the transfer of the Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground
lessor that any notices of default under such ground lease should thereafter be forwarded to the Servicer.


 


Except
as otherwise expressly set forth in this Agreement, Wells Fargo, acting in any particular capacity hereunder will not be
deemed to be imputed with knowledge of (a) Wells Fargo, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) Wells Fargo, acting in any other capacity hereunder, except, in the case of
either clause (a) or


 






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(b), where some or all of the obligations performed in such capacities are performed by one or more employees within
the same group or division of Wells Fargo, or where the groups or divisions responsible for performing the obligations in such
capacities have one or more of the same Responsible Officers; provided, however, the knowledge of employees performing
special servicing functions shall not be imputed to employees performing master servicing functions, and the knowledge of employees
performing master servicing functions shall not be imputed to employees performing special servicing functions.


 


With
respect to letters of credit, if any, delivered in accordance with clause (A)(i) of the definition of “Mortgage
File”, (a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such
letter of credit or the Loan Documents, the Mortgage Loan Sellers shall notify the bank issuing the letter of credit that the
Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within sixty (60) days
of the Closing Date, the Servicer shall present such letter of credit and the related assignment documentation delivered by the
Mortgage Loan Sellers in accordance with such subclause of the definition of “Mortgage File” to the letter of credit
bank issuing such letter of credit and request that such letter of credit bank reissue the letter of credit in the name of “Wells
Fargo Bank, National Association, as Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for
the benefit of registered holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L
and the Companion Loan Holders”. The Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit
back from the issuing letter of credit bank within sixty (60) days (and in any event within ninety (90) days) following
the Closing Date. The Mortgage Loan Sellers shall provide such reasonable cooperation as requested by the Servicer, including
without limitation by delivering such additional assignment or amendment documents required by the issuing bank in order to reissue
a letter of credit as provided above.


 


If
a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated
in the preceding sentence, the Mortgage Loan Sellers shall cooperate with the reasonable requests of the Servicer or Special Servicer
in connection with making a draw under such letter of credit. If the Borrower fails to pay any costs and expenses relating to
any assignment of a letter of credit after the Servicer has exercised efforts consistent with Accepted Servicing Practices to
collect such costs and expenses from the Borrower, then the Servicer shall give the Mortgage Loan Sellers notice of such failure
and the amount of costs and expenses, and the Mortgage Loan Sellers shall pay such costs and expenses as and to the extent required
under the Mortgage Loan Purchase Agreement. Neither the Servicer nor the Special Servicer shall have any liability for the failure
of the Mortgage Loan Sellers to perform its obligations under the Mortgage Loan Purchase Agreement.


 


The
Servicer acknowledges that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Servicer
sells its rights to service the Whole Loan, the Servicer shall assign the applicable letter of credit to the Trust or (with respect
to any Specially Serviced Whole Loan) at the direction of the Special Servicer to such party as the Special Servicer may instruct,
in each case at the expense of the Servicer. The Servicer hereby indemnifies the Trust for any actual loss caused by the ineffectiveness
of such assignment.


 






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3.2.           
Sub-Servicing Agreements. (a)  The Special Servicer shall not engage any Sub-Servicer or enter into any sub-servicing
agreement. The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may enter into
sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loan and the Companion Loans,
provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent
with this Agreement and as the Servicer and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer
shall grant any modification, waiver, or amendment to the Loan Documents without the approval of the Servicer. References in this
Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the Servicer in servicing the
Whole Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be (i) authorized
to transact business and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the
sub-servicer to perform its obligations under the applicable sub-servicing agreement, and (ii) qualified to perform its obligations
under the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received any
amount when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer for deposit
in the Collection Account, any Cash Management Account, any Reserve Account, any Lockbox Account or the Distribution Account,
and actions taken by the sub-servicer shall be deemed to be actions of the Servicer. The Servicer shall notify the Trustee, the
Certificate Administrator, the Loan Parties and the Depositor in writing promptly upon the appointment of any sub-servicer and
promptly furnish the Trustee, upon its request, with a copy of the sub-servicing agreement. No sub-servicer shall be permitted
to enter into any sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer.


 


(b)             
Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee and the Certificateholders
for the servicing and administering of the Mortgage Loan and the Companion Loans in accordance with the provisions of Section 3.1
without diminution of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification
from a sub-servicer, and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and
administering the Whole Loan.


 


(c)              Any sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the Trustee
if the Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms of this
Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without cost or
obligation to the Trustee, the successor Servicer, the Trust or the Trust Fund.


 


(d)              Any sub-servicing agreement, and any other transactions or services relating to the Whole Loan involving a sub-servicer, shall
be deemed to be between the Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor,
the Trust, and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Trustee,
the Certificate Administrator, the Special Servicer or the Depositor to indemnify any such sub-servicer. Notwithstanding anything
in this Agreement to the contrary, the Servicer and the Special Servicer are permitted, at their own expense, or to the extent
that a particular expense is provided herein to be an Advance or a Trust Fund Expense, at the expense of the Trust, to utilize
other agents or attorneys typically used by


 






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servicers of mortgage loans underlying commercial mortgage-backed securities in performing
each of their obligations under this Agreement.


 


(e)              Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its duties
and obligations hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not be considered
a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing agreements,
sub-servicers or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such delegation,
the Servicer and the Special Servicer shall remain obligated and liable for the performance of their respective 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 each alone were servicing and administering the Whole Loan as required hereby.


 


(f)               The parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Mortgage Loan, and of the Companion Loan Holders as holders
of the Companion Loans under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or
in respect of the Whole Loan, and the making of remittances, to the Trust, as holder of the Mortgage Loan, and to the Companion
Loan Holders as holders of the Companion Loans; (ii) with respect to the allocation of expenses and losses relating to the
Whole Loan to the Trust, as holder of the Mortgage Loan, and to the Companion Loan Holders as holders of the Companion Loans and
(iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. With
respect to the Whole Loan, the Servicer (if the Whole Loan is not a Specially Serviced Whole Loan) or the Special Servicer (if
the Whole Loan has become a Specially Serviced Whole Loan or the Mortgaged Property has been converted to a Foreclosed Property
and the Special Servicer has been provided a copy of the register) shall prepare and provide to each Companion Loan Holder all
notices, reports, statements and communications to be delivered by the holder of the Mortgage Loan under the Co-Lender Agreement,
and shall perform all duties and obligations to be performed by a servicer and perform all servicing related duties and obligations
to be performed by the holder of the Mortgage Loan pursuant to the Co-Lender Agreement. In the event of any conflict between this
Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control with respect to the Whole Loan.


 


(g)              Notwithstanding anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make any advance
of delinquent scheduled monthly payments of principal or interest with respect to any Companion Loan or any Administrative Advance
with respect to any Companion Loan.


 


(h)              To the extent required under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Lender, maintain
a Notes register for the Whole Loan and at the request of the Special Servicer, provide a copy of the register.


 


3.3.          
  Cash Management Account. A Cash Management Account has been established pursuant to the terms of the Loan
Agreement and the Cash Management Agreement. The Servicer shall exercise and enforce the rights of the Trust Fund with
respect to the Cash


 






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Management Accounts under the Loan Agreement, the Cash Management Agreement in accordance with Accepted
Servicing Practices and the other terms of this Agreement and the other Loan Documents.


 


3.4.        
   Collection Account, Companion Loan Distribution Account and Interest Reserve Account. (a)  The
Servicer shall establish and maintain (i) in the name of “Wells Fargo Bank, National Association, as Servicer, on
behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the holders of BXP Trust
2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, Collection Account” one or more deposit
accounts on behalf of the Trustee for the benefit of the Certificateholders and (ii) in the name of “Wells Fargo Bank,
National Association, as Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the
benefit of the Companion Loan Holders with respect to BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates,
Series 2021-601L, Companion Loan Distribution Account” one deposit account for the benefit of the Companion Loan
Holders (the “Companion Loan Distribution Account”), which may be a subaccount of the Collection Account,
and funds in such account shall be remitted to the Companion Loan Holders (collectively, the “Collection
Account”). The Collection Account must be an Eligible Account maintained with an Eligible Institution. The Servicer
shall deposit into the Collection Account within two (2) Business Days of receipt of properly identified and available funds
the following amounts representing payments and collections received or made during each Collection Period on or with respect
to the Whole Loan (and not otherwise required to be deposited in the Reserve Accounts):


 


(i)             
all payments on account of principal on the Whole Loan;


 


(ii)             all payments on account of interest on the Whole Loan, including Default Interest and Prepayment Fees;


 


(iii)            any amount representing reimbursements by the Loan Parties of Advances, interest thereon, and any other expenses of the Depositor,
the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, as required by the Loan Documents
or hereunder;


 


(iv)            any other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or
the Certificateholders under the Whole Loan;


 


(v)             any amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted
Investments with respect to funds held in the Collection Account;


 


(vi)            all Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14, all Net Liquidation Proceeds,
Insurance Proceeds and Condemnation Proceeds; and


 


(vii)           any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of the Mortgage Loan pursuant to Section 2.8(b) hereof
and


 






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the Mortgage Loan Purchase Agreement, (2) proceeds of the sale of the Whole Loan by the Special Servicer pursuant to
Section 3.16 hereof or (3) amounts payable under the Loan Documents by any Person to the extent not specifically excluded.


 


The
foregoing requirements for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments (if any) in the nature of Additional Compensation (other than
Default Interest and late payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17
and any reimbursement made by the Loan Parties of expenses of the Servicer or the Special Servicer need not be deposited in
the Collection Account by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the
Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to
the Whole Loan.


 


(b)            
Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator (with a copy to the Loan
Parties) of the location and account number of the Collection Account and shall notify the Certificate Administrator in
writing (with a copy to the Loan Parties) prior to any subsequent change thereof.


 


(c)             On or prior to each Remittance Date (or following the securitization of any Companion Loan, in the case of clause (xii)
below, the earlier of (1) the Remittance Date or (2) the Business Day immediately succeeding the “determination
date” set forth in the related Other Pooling and Servicing Agreement; provided that such “determination date”
shall not be earlier than the Determination Date), prior to the remittance of funds to the Certificate Administrator for deposit
in the Distribution Account pursuant to Section 3.5(a), the Servicer shall make withdrawals from the Collection Account
(which withdrawals shall be the only permitted withdrawals from the Collection Account by the Servicer) as described below (the
order set forth below constituting an order of priority for such withdrawals):


 


(i)             
to withdraw funds deposited therein in error;


 


(ii)            
to reimburse the Trustee (and the trustee with respect to each Other Securitization Trust) and the Servicer (and the master servicer
with respect to each Other Securitization Trust), in that order, for any Nonrecoverable Advances made by each and not previously
reimbursed pursuant to clause (v)(A) below, together with unpaid interest thereon at the Advance Rate in the following
order of priority: (A) first, to reimburse Nonrecoverable Advances that are Property Protection Advances or Administrative
Advances relating to the Whole Loan and the Mortgaged Property and interest thereon; (B) second, to reimburse Nonrecoverable
Advances that are Monthly Payment Advances or Companion Loan Advances on the A Notes and interest thereon, on a pro rata
and pari passu basis, then to reimburse Nonrecoverable Advances that are Monthly Payment Advances on the Trust B Notes
and interest thereon, on a pro rata and pari passu basis; and (C) third, to reimburse the master servicer and
Trustee with respect to each Other Securitization Trust for payments made in excess of its pro rata share of Nonrecoverable
Advances previously paid from general collections on the related Other Securitization Trust;


 






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(iii)             concurrently, to pay the Servicing Fee to the Servicer, and to pay the Certificate Administrator Fee (including the portion that
is the Trustee Fee) to the Certificate Administrator, as applicable;


 


(iv)             to pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account; and (b) the Special Servicing Fee, if any, the Work-out Fee, if
any, and the Liquidation Fee, if any, to the Special Servicer; provided that such fees may be paid out of other amounts
on deposit in the Collection Account to the extent Default Interest and late payment charges are not sufficient to pay such fees
(with respect to clauses (a) and (b), in that order);


 


(v)              to reimburse the Trustee and the Servicer, in that order, for (A) Advances made by each and not previously reimbursed from
late payments received during the applicable period on the Whole Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and other collections on the Whole Loan; provided that any Advance which has been determined to be a Nonrecoverable
Advance shall be reimbursed pursuant to clause (ii) above and (B) unpaid interest on such Advances at the Advance
Rate; provided, however, that, with respect to Advances that are not deemed to be Nonrecoverable Advances, prior
to (x) final liquidation of the Mortgaged Property or (y) the final payment and release of the Mortgage, interest on
such Advances shall only be paid out of Default Interest or late payment charges collected in the related Collection Period and
after (A) final liquidation of the Mortgaged Property or (B) the final payment and release of the Mortgage, interest
on such Advances may be paid out of other amounts on deposit in the Collection Account to the extent Default Interest and late
payment charges are not sufficient to pay for such interest on Advances;


 


(vi)             to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred
by them in connection with the liquidation of the Whole Loan or the Mortgaged Property, and not otherwise covered and paid by
an insurance policy or deducted from the proceeds of liquidation or not previously reimbursed pursuant to clauses (ii)
or (v) above;


 


(vii)            to pay to the Servicer or the Special Servicer, as applicable, as additional compensation, to the extent actually received from
the Borrower (and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms of the Loan Documents
or this Agreement) and deposited into the Collection Account by the Servicer, any payments in the nature of any late payment fees
and Default Interest (to the extent remaining after payment or reimbursement of any Special Servicing Fees, Liquidation Fees or
Work-out Fees pursuant to clause (iv) above and reimbursement of Advances and interest on Advances pursuant to clause (v)
above), release fees, defeasance fees, Assumption Fees, Assumption Application Fees, substitution fees, Net Modification Fees,
consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands, loan
processing fees, loan service transaction fees and similar fees and expenses; provided that such amounts received during
each Collection Period shall not be required to be deposited into the Collection Account and shall be deemed to have been deposited
in the Collection Account and withdrawn pursuant to this


 






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clause (vii) solely for the purpose of determining the Aggregate
Available Funds Reduction Amount in connection with the calculation of the Non-RR Interest Available Funds and RR Interest Available
Funds for the related Distribution Date;


 


(viii)          to pay or reimburse the Depositor, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer in that order,
for any indemnities, expenses and other amounts then due and payable or reimbursable to each pursuant to the terms of this Agreement
and not previously paid or reimbursed pursuant to the preceding clauses;


 


(ix)             to the extent not previously paid or advanced, to remit to the Certificate Administrator, to pay (or set aside for eventual payment)
any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities, including, without limitation,
amounts paid pursuant to Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s,
Servicer’s, Special Servicer’s, the Certificate Administrator’s or Trustee’s, as applicable, negligence,
bad faith or willful misconduct, such amounts may not be withdrawn from the Collection Account, but shall be paid by such party
that was negligent, acted in bad faith or engaged in willful misconduct pursuant to Sections 6.6 and 8.13,
as applicable;


 


(x)              to pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment instructions
set forth on Exhibit Q hereto or such other payment instructions as CREFC® may provide from time to
time in writing at least two Business Days prior to the Remittance Date);


 


(xi)             to make any other required payments due under the Co-Lender Agreement to the Companion Loan Holders; and


 


(xii)            to remit to the Companion Loan Holders all remaining amounts on deposit in the Collection Account payable to the Companion Loan
Holders pursuant to the Co-Lender Agreement with respect to the Companion Loans, exclusive of any outstanding amounts reimbursable
to the Servicer, the Special Servicer, the Trustee or the Trust and allocable to the Companion Loans in accordance with the Co-Lender
Agreement.


 


While
the Companion Loans will be serviced, together with the Mortgage Loan, pursuant to the terms of this Agreement and the Co-Lender
Agreement, the master servicer or trustee with respect to each related Other Securitization Trust may make advances of delinquent
scheduled payments with respect to the related Companion Loan or securitized portion thereof (each such advance, a “Companion
Loan Advance”), and none of the Trustee, the Servicer or the Special Servicer will have any obligation to make a Companion
Loan Advance. Notwithstanding the foregoing, with respect to any Monthly Payment Advance, Property Protection Advance, Administrative
Advance or Companion Loan Advance, such advances shall be reimbursed from collections on the Whole Loan prior to any distributions
to the Note Holders. Amounts allocable to the Companion Loans under the Co-Lender Agreement shall not otherwise be available to
the Trust for purposes of making distributions on the Certificates or for payment of other amounts relating only to the Trust.


 






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Notwithstanding
the foregoing, with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant
to clauses 3.4(c)(iii), (iv)(b), (v), (vi), (viii) or (x) above if, as a result
of such withdrawal, the amount on deposit in the Collection Account after giving effect to such withdrawal would be less than
the Required Advance Amount; provided that the Servicer shall be permitted to make withdrawals in the order of priority
specified above up to the amount on deposit in the Collection Account that would result in funds equaling or exceeding the Required
Advance Amount remaining in the Collection Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply
(and accrued amounts previously eligible for withdrawal pursuant to clauses 3.4(c)(iii), (iv)(b), (v),
(vi), (viii) or (x) but which remain unpaid due to the operation of this paragraph may then be withdrawn
and paid) upon (1) the final liquidation of the Whole Loan or the Mortgaged Property, (2) the final payment of the Whole
Loan and release of the Mortgage or (3) the determination that any Advance, together with any currently unreimbursed Advances
in the aggregate such that it would be a Nonrecoverable Advance; provided, further, that the Servicer shall be permitted
to make withdrawals in the order of priority specified above up to the amount on deposit in the Collection Amount that would result
in funds equaling or exceeding the Required Advance Amount remaining in the Collection Account.


 


The
Servicer shall pay to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer, if applicable,
from the Collection Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee therefrom, promptly upon receipt of certificates of a Responsible Officer of the Certificate Administrator or
the Trustee or an officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate
Administrator and the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall
not be required. The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated
therein and shall have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, is not entitled.


 


Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Whole Loan (or, in the case of a Monthly Payment
Advance, the Mortgage Loan) deposited in the Collection Account and available for distribution on the next Distribution Date,
the 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 this Section 3.4(c) immediately, may elect to
refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the Collection Period ending on
the then-current Determination Date for successive one-month periods for a total period not to exceed 12 months. If the Servicer
or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the
same sole discretion to elect to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall
again be payable first from principal collections as described above prior to payment from other


 






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collections). In connection
with a potential election by the 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 Servicer or the Trustee shall further be authorized (in its sole discretion) to wait for principal collections on the Whole
Loan (or, in the case of a Monthly Payment Advance, the Mortgage Loan) to be received before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the end of such Collection
Period; provided, however, that if, at any time Servicer or the Trustee 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 deposited in the Collection Account
for such Distribution Date, then the Servicer or the Trustee, as applicable, shall use its reasonable efforts to give notice of
its election to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 8.15(b) of this Agreement), at least 15 days prior to any reimbursement to it of
Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Whole Loan unless extraordinary circumstances
make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information Provider (who shall promptly post
such notice to the 17g-5 Information Provider’s Website pursuant to Section 8.15(b) of this Agreement) as soon
as reasonably practical thereafter. Neither the Servicer nor the Trustee shall have any liability for any loss, liability or expense
resulting from any notice provided to the Rating Agency contemplated by the immediately preceding sentence. Notwithstanding the
foregoing, the failure to give such notice shall in no way affect the Servicer’s or the Trustee’s election as to whether
to refrain from obtaining reimbursement pursuant to this Section 3.4(c).


 


(d)              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 or to comply with the terms of this
section 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 Servicer, constitute a violation of Accepted Servicing Practices,
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 Servicer or the Trustee, as applicable, determines, in its sole discretion, that
it should recover the Nonrecoverable Advances without deferral, then the Servicer or the Trustee, as applicable, shall be entitled
to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Advance Rate from all amounts in the Collection
Account for such Distribution Date (deemed first from principal and then interest and other amounts). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Advance Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Servicer’s or the Trustee’s,
as applicable, 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 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 Servicer’s or the


 






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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 Accepted Servicing Practices and none of the 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 Companion Loan Holder for any such election that such party makes as contemplated by this section or for any losses, damages
or other adverse economic or other effects that may arise from such an election.


 


(e)              The 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 3.4(c)(x) on a
monthly basis, solely from funds on deposit in the Collection Account.


 


(f)               The Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution Account)
(the “Interest Reserve Account”) for the benefit of the Trustee and for the benefit of the Certificateholders.
The Interest Reserve Account must be an Eligible Account maintained with an Eligible Institution. Funds on deposit in the Interest
Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on any Distribution Date occurring
in any January which occurs in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution
Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal to one day’s net interest
collected on the principal balance of each Trust Note as of the Payment Date occurring in the month preceding the month in which
such Distribution Date occurs at the Note Rate (net of interest at the Servicing Fee Rate, the Certificate Administrator Fee Rate
(including the portion that is the Trustee Fee Rate) and the CREFC® Intellectual Property Royalty License Fee Rate
and exclusive of Default Interest allocable to the Mortgage Loan payable therefrom) to the extent a full Monthly Payment or Monthly
Payment Advance is made in respect thereof (all amounts so deposited in any consecutive January and February, “Withheld
Amounts”). On each Remittance 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 and February, if any, and transfer such amounts into the Distribution Account.


 


3.5.           
Distribution Account. (a)  The Certificate Administrator
shall establish and maintain in the name of “Computershare Trust Company, National Association”, as Certificate Administrator,
on behalf of “Computershare Trust Company, National Association”, as the Trustee for the benefit of the Trustee and
for the benefit of the Certificateholders a deposit account (the “Distribution Account”), which shall be deemed
to include the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution
Account for the benefit of the Certificateholders and the Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution
Account must be an Eligible Account maintained with an Eligible Institution. On each Remittance Date, the Servicer shall withdraw
from the Collection Account and remit to the Certificate Administrator for deposit into the Distribution Account all Aggregate
Available Funds remaining on deposit therein, after giving effect to the withdrawals made pursuant to Section 3.4(c).
The Certificate Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution
Account. Amounts held in the Distribution Account shall be uninvested.


 






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The
Certificate Administrator shall make withdrawals from the Distribution Account to withdraw any amounts deposited in error, to
withdraw amounts due to it under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the
Servicer under Section 3.4(c), and then to make distributions to the Holders of the Certificates pursuant to Section 4.1.


 


(b)              The Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the
following order of priority and only for the following purposes:


 


(i)              
to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(c) into the Upper-Tier
Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class LT-R Interest)
pursuant to Section 4.1(b);


 


(ii)             
to withdraw amounts deposited in error and pay such amounts to the Persons entitled thereto and to withdraw amounts due to it
and the Trustee under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the Servicer under
Section 3.4(c);


 


(iii)             to clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1. The Certificate Administrator shall
make withdrawals from the Upper-Tier Distribution Account;


 


(iv)             to withdraw amounts deposited in error and to withdraw amounts due to it and the Trustee under Section 3.4(c), to the extent
such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(v)              to make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
on each Distribution Date pursuant to Section 4.1 or Section 10.2 as applicable; and


 


(vi)             to clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 10.1.


 


3.6.           
Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the “Foreclosed
Property Account”) in the name of either (a) “Situs Holdings, LLC, as Special Servicer, on behalf of Computershare
Trust Company, National Association, as Trustee, for the benefit of the holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through
Certificates, Series 2021-601L, and the Companion Loan Holders, Foreclosed Property Account” related to the Foreclosed Property,
if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of the Certificateholders (and the Companion
Loan Holders) or (b) in the name of the limited liability company wholly owned by the Trust and which is managed by the Special
Servicer for the benefit of the Trustee on behalf of the Certificateholders (and the Companion Loan Holders), formed to hold title
to the Foreclosed Property pursuant to Section 3.14. Each Foreclosed Property Account must be an Eligible Account
maintained with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property Account within two (2)
Business Days of receipt all properly identified funds collected


 






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and received in connection with the operation or ownership of
such Foreclosed Property during each Collection Period. On or before the last day of each Collection Period, the Special Servicer
shall withdraw the funds in the Foreclosed Property Account, net of certain expenses and/or reserves (the amount of such expenses
and/or reserves as determined in the Special Servicer’s reasonable discretion), and deposit them into the Collection Account
in accordance with Section 3.4(a). The Special Servicer shall notify the Certificate Administrator in writing of the
location and account number of the Foreclosed Property Account and shall notify the Certificate Administrator in writing prior
to any subsequent change thereof.


 


3.7.           
Appraisal Reductions. (a)  Within 60 days after the occurrence of an Appraisal Reduction Event, the Special Servicer
shall (i) notify the Servicer, the Trustee, the Certificate Administrator and the Companion Loan Holders and, so long as
no Consultation Termination Event has occurred, the Directing Certificateholder, of such occurrence of an Appraisal Reduction
Event, (ii) order (which order shall be placed within 30 days of the occurrence of the Appraisal Reduction Event) and use
reasonable efforts consistent with Accepted Servicing Practices to obtain an Appraisal of the Mortgaged Property (provided
that the Special Servicer will not be required to obtain an Appraisal of the Mortgaged Property with respect to which there
exists an Appraisal which was performed less than nine (9) months prior to the Appraisal Reduction Event and the Special Servicer
does not have knowledge of any adverse material change in the market or condition or value of the Mortgaged Property since the
date of such Appraisal, in which case such Appraisal with respect to the Mortgaged Property shall be used by the Special Servicer),
(iii) determine whether there exists any Appraisal Reduction Amount on the basis of such Appraisal, and receipt of information
reasonably requested by the Special Servicer from the Servicer and in the possession of the Servicer necessary to calculate the
Appraisal Reduction Amount, and (iv) allocate the Appraisal Reduction Amount among the Mortgage Loan and the Companion Loans
as described below and give reasonably prompt notice of such Appraisal Reduction Amount, the Trust Appraisal Reduction Amount
and the portions of the Appraisal Reduction Amount allocated to the Companion Loans to the Companion Loan Holder (or, in the case
of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect
to such Other Securitization Trust), the Trustee and the Certificate Administrator (to the extent not already reported to such
parties on the CREFC® Reports provided by the Servicer and the Certificate Administrator’s website).


 


The
cost of obtaining such Appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless
it would constitute a Nonrecoverable Advance and in such case, subject to the allocation provisions of the Co-Lender Agreement,
as a Trust Fund Expense. Updates of such Appraisal shall be obtained by the Special Servicer, and paid for by the Servicer as
a Property Protection Advance or an Administrative Advance (or, subject to the allocation provisions of the Co-Lender Agreement,
paid for by the Trust if the Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months
for so long as an Appraisal Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If required
in accordance with any such adjustment, each Class of Certificates that has been notionally reduced for purposes of determining
Voting Rights as a result of the application of the Trust Appraisal Reduction Amount shall have its related Certificate Balance
notionally restored by the Certificate Administrator or the Trustee to the extent required by such adjustment of the Trust Appraisal
Reduction Amount, and there shall be a redetermination of whether a Control Event has occurred.


 






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Any
such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Trustee, the Servicer,
the Certificate Administrator, the Companion Loan Holders and, so long as no Consultation Termination Event has occurred, the
Directing Certificateholder, in electronic format, and the Certificate Administrator shall make such Appraisal available to Privileged
Persons pursuant to Section 8.15(b). The Servicer shall provide (via electronic delivery) the Special Servicer with
information in its possession that is reasonably requested by the Special Servicer and necessary to calculate or recalculate any
Appraisal Reduction Amount pursuant to the definition thereof, using reasonable efforts to deliver such information within four
(4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later
than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable
internal valuation) provided, however, that the Special Servicer’s failure to timely make such a request shall
not relieve the Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth
in this sentence. Accordingly, the Special Servicer shall not be obligated to calculate, recalculate, determine or redetermine
any Appraisal Reduction Amounts until such time as it receives from the Servicer the information in the Servicer’s possession
reasonably requested by the Special Servicer and necessary to make such calculation, recalculation, determination or redetermination.
The Servicer shall not calculate Appraisal Reduction Amounts.


 


(b)              While any Trust Appraisal Reduction Amount (or deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e))
exists with respect to the Mortgage Loan, (i) the amount of any Monthly Payment Advances shall be reduced as provided in
Section 3.23(a) and (ii) the existence thereof (other than any deemed Trust Appraisal Reduction Amount calculated
pursuant to Section 3.7(e)) will be taken into account for purposes of determining the Voting Rights of certain Classes
of Certificates as provided in Section 3.7(c) and (iii) except with respect to any deemed Trust Appraisal Reduction
Amount pursuant to Section 3.7(e), there shall be a determination of whether a Control Event has occurred.


 


(c)              Trust Appraisal Reduction Amounts shall be allocated between the RR Interest and the Non-Retained Certificates, on the other,
based on the Required Risk Retained Percentage and the Non-Risk Retained Percentage, respectively. The Required Risk Retained
Percentage of the Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Balance
of the RR Interest until reduced to zero. The Certificate Balance of each of the Sequential Pay Certificates and the RR Interest
shall be notionally reduced solely for purposes of determining (x) the Voting Rights of the related Classes to the extent set
forth in this Agreement and (y) whether a Control Event has occurred on any Distribution Date to the extent of any Trust Appraisal
Reduction Amount allocated to such Class on such Distribution Date. The Non-Risk Retained Percentage of Trust Appraisal Reduction
Amounts for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates
in the following order of priority: first, to the Class E Certificates; second, to the Class D Certificates,
third, to the Class C and fourth, to the Class B Certificates (provided in each case that no Certificate
Balance in respect of any such Class may be notionally reduced below zero). Trust Appraisal Reduction Amounts shall not be applied
to notionally reduce the Certificate Balance of the Class A Certificates.


 






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(d)              In the event that a portion of one or more Monthly Payment Advances with respect to the Mortgage Loan is reduced as a result of
an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest on the Mortgage Loan shall
be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal
of the Mortgage Loan shall be increased by such amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal
of the Mortgage Loan have been applied to pay the principal of the Mortgage Loan, in full, any remaining Net Liquidation Proceeds
shall then be applied to pay any remaining accrued and unpaid interest on the Mortgage Loan, in accordance with Section 1.3.


 


(e)              
With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised
value (as determined by an updated Appraisal) of the Mortgaged Property securing the Whole Loan will be determined on an “as-is”
basis, based upon the current physical condition, use and zoning of the Mortgaged Property as of the date of the Appraisal.


 


If
the Certificate Balance of the Controlling Class Certificate (taking into account the application of any Non-Risk Retained Appraisal
Reduction Amounts (other than any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e)) to notionally
reduce the Certificate Balance of such Class) has been reduced to less than 25% of its Initial Certificate Balance, such Class
will be referred to as the “Appraised-Out Class”. The Holders of the majority (by Certificate Balance) of the
Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal of
the Mortgaged Property (such Holders, the “Requesting Holders”). The Special Servicer shall use efforts in
accordance with Accepted Servicing Practices to ensure that such Appraisal is delivered within 60 days from receipt of the Requesting
Holders’ written request and shall ensure that such Appraisal is prepared by an Independent Appraiser).


 


In
addition, if subsequent to the Controlling Class Certificate becoming an Appraised-Out Class there is a material change with respect
to the Mortgaged Property related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class,
the Requesting Holders shall have the right to request, in writing, that the Special Servicer obtain an additional Appraisal,
which request shall set forth the Requesting Holder’s belief of what constitutes a material change to the Mortgaged Property
(including any related documentation). The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders.
Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has
been a change with respect to the Mortgaged Property and such change was material, the Special Servicer shall order another Appraisal
from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing
Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal
in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). Appraisals
that are permitted to be requested by any Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer
may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of such material change
or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal
requests made by any Requesting Holder.


 






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Upon
receipt of any additional Appraisal pursuant to the two preceding paragraphs, the Special Servicer shall recalculate the Appraisal
Reduction Amount and the Trust Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation,
the Appraised-Out Class shall be reinstated as the Controlling Class and the Appraised-Out Class shall have its Certificate Balance
notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount and the Trust Appraisal Reduction
Amount.


 


Any
Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amounts
determination may not exercise any rights of the related Controlling Class until such time, if any, as such Class is reinstated
as the Controlling Class.


 


3.8.           
Investment of Funds in the Collection Account and The Foreclosed Property Account. (a)  The Servicer, with respect
to the Collection Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed Property Accounts,
may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account and any Reserve Account
(to the extent interest is not payable to the Loan Parties), respectively (each, for purposes of this Section 3.8,
an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments
that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding
the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction
by the Servicer or Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and
shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or
is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds
in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the
Trustee. The Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the
Servicer (or the Special Servicer, with respect to the Foreclosed Property Accounts) as an independent contractor to the Trust
Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly
to the Trustee or its agent (which shall initially be the Servicer or Special Servicer, as applicable), together with any document
of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility
or liability with respect to the investment directions of the Servicer or Special Servicer or any losses resulting therefrom,
whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Servicer and Special Servicer, as applicable, 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 (1) all amounts then payable thereunder and
(2) the amount required to be withdrawn on such date; and


 


(ii)              demand payment of all amounts due thereunder promptly upon determination by the Servicer or Special Servicer, as applicable, that
such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related
Investment Account.


 






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(b)              All net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to the
extent not payable to the Loan Parties) shall be for the benefit of the Servicer in accordance with the terms and priorities of
this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be
for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Reserve Accounts (except, in the
case of any such loss with respect to a Reserve Account, to the extent any such losses are incurred on amounts invested for the
benefit of the Borrower under the terms of the Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer
or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following
the realization of such loss. Notwithstanding the above, neither the Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss (i) was incurred solely as a result of the bankruptcy
or 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
Institution” included in Section 1.1 at the time such investment was made, (ii) such loss was incurred
within thirty (30) days of the date of such bankruptcy or insolvency, (iii) such loss is not the result of fraud, negligence
or the willful misconduct of the Servicer or the Special Servicer, as applicable and (iv) such institution was not an Affiliate
of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable.


 


(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 Servicer shall take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to
Section 3.4(c), for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by
the Servicer in connection therewith.


 


(d)            
For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the Lower-Tier
Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds in such account)
will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(e)             
Notwithstanding the foregoing, none of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee (in its
capacity as the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be) shall cover
any losses from the bankruptcy or insolvency of a depository institution holding an account described in this Section 3.8,
if immediately prior to such bankruptcy or insolvency such institution was an Eligible Institution and such institution was not
an Affiliate of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable; provided however,
that the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall move such account
to an Eligible Institution within 30 days of such bankruptcy or insolvency.


 






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3.9.           
Payment of Taxes, Assessments, etc. The Servicer (other than with respect to the Foreclosed Property) and the Special Servicer
(with respect to the Foreclosed Property) shall maintain, accurate records with respect to the Mortgaged Property (or the Foreclosed
Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become
a lien on the Mortgaged Property (or the Foreclosed Property, as the case may be) and the status of insurance premiums payable
in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain,
from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes,
insurance premiums and other similar items from funds in the applicable Reserve Account in accordance with the Loan Agreement
at such time as may be required by the Loan Documents. If the Loan Parties do not make the necessary payments and/or a Mortgage
Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer
shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23,
from its own funds for amounts payable with respect to all such items related to the Mortgaged Property when and as the same shall
become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when
and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance
with the terms of the Loan Agreement.


 


3.10.          
Appointment of Special Servicer. (a) Situs Holdings, LLC is hereby
appointed as the initial Special Servicer to service the Whole Loan while a Special Servicing Loan Event has occurred and is continuing
and perform the other obligations of the Special Servicer hereunder (including approving certain actions prior to a Special Servicing
Loan Event as provided specifically herein).


 


(b)             
If there is a Special Servicer Termination Event with respect to the Special Servicer, such Special Servicer may be removed and
replaced pursuant to Sections 7.1 and 7.2. The Trustee shall, promptly after receiving notice of any such Special
Servicer Termination Event notify the Servicer, the Companion Loan Holders, the Certificate Administrator (which shall post such
notice on the Certificate Administrator’s Website in accordance with Section 8.15(b)) and the 17g-5 Information
Provider (which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.15(b)).
The appointment of any such successor special servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified above shall not
be liable for any actions or any inaction of such successor special servicer. No termination fee shall be payable to the terminated
Special Servicer. No termination of the Special Servicer and appointment of a successor special servicer shall be effective until
the successor special servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing, and a Rating
Agency Confirmation with respect to such appointment has been delivered to the Trustee and the Certificate Administrator and their
respective counterparts with respect to each Other Securitization Trust. Any successor special servicer shall be deemed to make
the representations and warranties provided for in Section 2.5 mutatis mutandis as of the date of its succession.
The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees
accrued prior to its termination and other amounts payable to it (including indemnification payments).


 






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(c)              Upon determining that a Special Servicing Loan Event has occurred and is continuing with respect to the Whole Loan, the Servicer
shall promptly give notice thereof to each other party hereto and the Servicer shall use its reasonable efforts to provide the
Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File) and records
(including records stored electronically on computer tapes, magnetic discs and the like) relating to the Whole Loan and reasonably
requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto. The Servicer shall use its
reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date that a Special Servicing Loan
Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Whole Loan until the
Special Servicer has commenced the servicing of the Whole Loan, which shall occur upon the receipt by the Special Servicer of
the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Loan Parties
to continue to remit all payments in respect of the Whole Loan to the Servicer. The Servicer shall forward any notices it would
otherwise send to the Loan Parties under the Whole Loan to the Special Servicer who shall send such notice to the Loan Parties
while a Special Servicing Loan Event has occurred and is continuing.


 


(d)             
Upon determining that a Special Servicing Loan Event is no longer continuing with respect to the Whole Loan, the Special Servicer
shall promptly give notice thereof to the Companion Loan Holders and each other party hereto, and upon giving such notice such
Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Whole Loan shall terminate and
the obligations of the Servicer to service and administer the Whole Loan shall resume and the Special Servicer shall return all
of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.


 


(e)              In making a Major Decision or in servicing the Whole Loan during the continuance of a Special Servicing Loan Event, the Special
Servicer shall provide to the Custodian originals of documents entered into in connection therewith that are required to be included
within the definition of “Mortgage File” for inclusion in the Mortgage File (to the extent such documents are in the
possession of the Special Servicer) and copies of any additional related Whole Loan information, including correspondence with
the Loan Parties, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies
of any analysis or internal review prepared by or for the benefit of the Special Servicer; provided that, such materials
shall not include any Privileged Information.


 


(f)               During any period in which a Special Servicing Loan Event is continuing, (i) not later than 4:00 p.m. (New York Time) on each
Determination Date, the Special Servicer shall deliver to the Servicer, to the extent not included in the CREFC® Special
Servicer Loan File, a written statement describing the amount of all payments on account of interest received on the Whole Loan,
the amount of all payments on account of principal received on the Whole Loan, the amount of Insurance Proceeds, Condemnation
Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Mortgaged
Property, and the amount of net income or net loss, as determined from management of a trade or business on, the furnishing or
rendering of a non-customary service to the tenants of, or the receipt of any rental income that does not constitute Rents
from Real Property with respect to, any Foreclosed Property, in each case in accordance with Section 12.2 and (ii) the
Special Servicer shall promptly provide


 






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such additional information relating to the Whole Loan as the Servicer or Certificate
Administrator reasonably requests to enable it to perform its duties under this Agreement.


 


(g)              [Reserved.]


 


(h)              Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records
with respect to the Whole Loan and shall provide the Special Servicer with any information reasonably required by the Special
Servicer to perform its duties under this Agreement.


 


(i)               Not later than sixty (60) days after the occurrence of a Special Servicing Loan Event (the “Initial Delivery Date”),
the Special Servicer shall deliver in electronic format (i) a report (an “Asset Status Report”) for the
Specially Serviced Whole Loan and the Mortgaged Property and (ii) one or more additional Asset Status Reports with respect
to such Specially Serviced Whole Loan subsequent to the issuance of a final Asset Status Report to the extent that during the
course of the resolution of the Mortgage Loan and Companion Loans material changes in the circumstances and/or 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 Whole Loan might be returned to performing status or otherwise
liquidated in accordance with Accepted Servicing Practices (each such report a “Subsequent Asset Status Report”).
The Special Servicer shall deliver each final Asset Status Report in electronic form to: (i) the Servicer, each Risk Retention
Consultation Party, (ii) the Directing Certificateholder (but only so long as no Consultation Termination Event has occurred),
(iii) the 17g-5 Information Provider in accordance with Section 8.15(b) (who shall promptly post it to the
17g-5 Information Provider’s Website pursuant to Section 8.15(b) and (iv) the Companion Loan Holders).
Such Asset Status Report shall set forth the following information (other than Privileged Information) to the extent reasonably
determinable:


 


(i)               summary of the status of the Whole Loan and any negotiations with the Loan Parties;


 


(ii)              a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Whole Loan and whether outside legal counsel has been retained;


 


(iii)             the most current rent roll and income or operating statement available for the Mortgaged Property;


 


(iv)             the Special Servicer’s recommendations on how the Whole Loan might be returned to performing status and returned to the
Servicer for regular servicing or otherwise realized upon;


 


(v)              the appraised value of the Mortgaged Property together with the appraisal or the assumptions used in the calculation thereof;


 






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(vi)             the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional Whole
Loan Events of Default;


 


(vii)            [Reserved];


 


(viii)           a description of any proposed actions;


 


(ix)              the alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(x)               the decision that the Special Servicer 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; and an analysis of whether or not taking such
action is reasonably likely to produce a greater recovery on a net present value basis than not taking such action, setting forth
(x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including
the applicable discount rate used) and all related assumptions;


 


(xi)              a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer, excluding any Privileged Information; and


 


(xii)             such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


(j)                The Special Servicer shall (x) deliver to the 17g-5 Information Provider (which shall post to the 17g-5 Information Provider’s
Website pursuant to Section 8.15(b)) the final Asset Status Report, (y) deliver to the Certificate Administrator a
proposed notice to the Certificateholders and the Companion Loan Holders that will include a summary of the final Asset Status
Report in an electronic format, which format is reasonably acceptable to the Certificate Administrator (which will be a brief
summary of the current status of the Mortgaged Property and current strategy with respect to the resolution and workout of the
Mortgage Loan and the Companion Loans), and the Certificate Administrator shall post such summary (but not the final Asset Status
Report itself) on the Certificate Administrator’s Website pursuant to Section 8.15(b) and (z) implement
the final Asset Status Report in the form delivered to the 17g-5 Information Provider. Subject to the consent and consultation
rights of the Directing Certificateholder described in this Section 3.10(j), the Special Servicer shall not be required
to deliver a summary of any interim or draft Asset Status Report. The Special Servicer may, from time to time, modify any Asset
Status Report it has previously delivered. Upon such modification, the Special Servicer shall prepare an updated summary and deliver
the updated summary to the Certificate Administrator and deliver the modified Asset Status Report to the 17g-5 Information Provider.
The 17g-5 Information Provider shall post such modified Asset Status Report on the 17g-5 Information Provider’s Website
pursuant to Section 8.15(b), the Certificate Administrator shall post such summary on the Certificate Administrator’s
Website and the Special Servicer shall


 






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implement such modified Asset Status Report after consulting with the Companion Loan Holders
on a strictly non-binding basis.


 


(k)              
Subject to the last paragraph of Section 9.3(a), prior to the occurrence and continuance of a Control Event, if within
ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status
Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report. In addition,
so long as no Control Event has occurred or is continuing, if the Directing Certificateholder disapproves such Asset Status Report
within ten (10) Business Days of receipt and the Special Servicer has not made the determination described below, 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 Directing Certificateholder, the Servicer, the Trustee, the Certificate Administrator,
the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post such revised Asset Status Report
on the 17g-5 Information Provider’s Website in accordance with Section 8.15(b)). Prior to the occurrence
and continuance of a Control Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.10(k)
until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10)
Business Days of receiving such revised Asset Status Report, until the Directing Certificateholder’s approval is no longer
required or until the Special Servicer makes the determination described below. Notwithstanding the foregoing, the Special Servicer
(A) may, following the occurrence of an extraordinary event with respect to any Mortgaged Property or the Whole Loan or,
if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices, take any action set
forth in such Asset Status Report before the expiration of a ten (10) Business Day period and (B) shall implement the action
recommended in the Asset Status Report, in each case if it makes a determination in accordance with Accepted Servicing Practices
that such affirmative disapproval is not in the best interest of all the Certificateholders and the Companion Loan Holders as
a collective whole; provided that, if the Directing Certificateholder does not approve or is not deemed to have approved
an Asset Status Report within ninety (90) days from the first submission of an Asset Status Report, then the Special Servicer
will follow Directing Certificateholder’s direction, if such direction is consistent with Accepted Servicing Practices;
provided, however, that if the Directing Certificateholder’s direction would cause the Special Servicer to
violate Accepted Servicing Practices, the Special Servicer may take the action recommended in its most recently submitted Asset
Status Report; provided, further, that such Asset Status Report is not intended to replace or satisfy any other
specific consent or approval right which the Directing Certificateholder may have pursuant to Section 9.3.


 


(l)               The Special Servicer shall deliver to the Servicer, the Directing Certificateholder (after the occurrence and during the continuance
of a Control Event but so long as no Consultation Termination Event is continuing) and the 17g-5 Information Provider (which shall
promptly post the same to the 17g-5 Information Provider’s Website) a copy of each final Asset Status Report, in each case
with reasonable promptness following the adoption thereof. The Special Servicer shall provide a summary of such report to the
Certificate Administrator, and the Certificate Administrator shall post such summary to its Internet website. During the continuance
of a Consultation Termination Event, 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 any matter set
forth therein. After the occurrence and


 






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during the continuance of a Control Event but so long as no Consultation Termination Event
is continuing, the Directing Certificateholder shall be entitled to consult with the Special Servicer (on a non-binding basis)
and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. Following the occurrence
of a Consultation Termination Event, the Directing Certificateholder shall have no right to consult with the Special Servicer
with respect to the Asset Status Reports. The Special Servicer may choose to revise the Asset Status Reports as it deems reasonably
necessary in accordance with Accepted Servicing Practices to take into account any input and/or recommendations of the Directing
Certificateholder but is under no obligation to follow any particular recommendation of the Directing Certificateholder during
the continuance of a Control Event.


 


Notwithstanding
anything herein to the contrary: (i) the Servicer or Special Servicer shall have no right or obligation to consult with or to
seek and/or obtain consent, approval or direction from any Directing Certificateholder prior to or after acting or making any
determination (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during
the period following any resignation or removal of a Directing Certificateholder and before a replacement is selected and/or identified;
and (ii) no advice, direction or objection from or by the Directing Certificateholder, as contemplated by Section 9.3,
or pursuant to any other provision of this Agreement, as contemplated by this Agreement or the Co-Lender Agreement, may (and
the Servicer and the Special Servicer may ignore and act without regard to any such advice, direction or objection that the Servicer
or the Special Servicer has determined, in its reasonable, good faith judgment, would): (A) require or cause such Servicer
or Special Servicer to violate applicable law, the terms of the Loan Documents, the Co-Lender Agreement, this Agreement, including
the Special Servicer’s obligation to act in accordance with Accepted Servicing Practices, (B) result in an Adverse
REMIC Event, (C) expose the Trust, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any claim, suit
or liability or (D) materially expand the scope of the Servicer’s or Special Servicer’s Trustee’s or Certificate
Administrator’s responsibilities under this Agreement. Further, in connection with the any Risk Retention Consultation Party’s
right to consult with respect to a Major Decision, if the Servicer or Special Servicer, as applicable, determines that immediate
action is necessary to protect the Mortgaged Property or the interests of the Certificateholders and the Companion Loan Holders
from potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with
Accepted Servicing Practices, the Servicer or Special Servicer, as applicable, may take actions with respect to the Mortgaged
Property before the expiration of the applicable period for such Risk Retention Consultation Party to respond as described Section
9.3(a), if the Servicer or Special Servicer, as applicable, reasonably determines in accordance with Accepted Servicing Practices
that failure to take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders
and the Companion Loan Holders, and the Servicer or Special Servicer has made a reasonable effort to contact such party.


 


The
Servicer and the Special Servicer shall comply with applicable law, the Accepted Servicing Practices, this Agreement, the Co-Lender
Agreement and the Loan Documents.


 






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(m)            
During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Loan
Parties and, subject to the rights of the Directing Certificateholder (so long as no Consultation Termination Event is continuing)
and take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent final Asset Status
Report.


 


(n)              Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate Administrator
with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail, without charge,
to the address specified in such request a copy of the most current Asset Status Report that it has received from the Special
Servicer.


 


(o)              In addition, during the continuance of a Special Servicing Loan Event, not later than 4:00 p.m. (New York time) on each Determination
Date the Special Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan File with
respect to the Whole Loan.


 


(p)              The Special Servicer shall be required to deliver to the Servicer such reports and other information in its possession as the
Servicer needs in its reasonable discretion to perform its obligations under this Agreement. In no event, however, shall the Special
Servicer be required to deliver a summary of any interim or draft Asset Status Report.


 


3.11.                   Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The
Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with Accepted Servicing
Practices to cause to be maintained by the Borrower (or if the Borrower fails to maintain such insurance in accordance with the
Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable
rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Mortgaged Property
of the types and in the amounts required to be maintained by the Borrower under the Mortgaged Loan Documents and to monitor the
Borrower’s compliance with such insurance requirements. The cost of any such insurance maintained by the Servicer shall
be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance, in which case the Servicer
will be required to make such payment from the Collection Account, which payment will be a Trust Fund Expense (except to the extent
such expense is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the
Co-Lender Agreement). If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer (with respect to
the Whole Loan when it is not a Specially Serviced Whole Loan) or Special Servicer (with respect to a Specially Serviced Whole
Loan or Foreclosed Property) will be required, after receiving payment from amounts on deposit in the Collection Account allocable
to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with
Accepted Servicing Practices to exercise on behalf of the Trust the rights of the Trust under the Co-Lender Agreement to obtain
reimbursement for a pro rata portion (based on the principal balances of the Notes) of such amount allocable to the Companion
Loans from the Companion Loan Holders. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall
not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which
does not contain any carve-out for terrorist or similar acts, if and only if the


 






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Special Servicer has (and, prior to the occurrence
and continuance of a Control Event, with the consent of the Directing Certificateholder) determined, on an annual basis, that
such failure is an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism
insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the
Loan Documents as in effect on the date thereof.


 


(b)             
The Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained such
insurance (including environmental insurance) with respect to the Foreclosed Property as the Borrower is required to maintain
with respect to the Mortgaged Property referred to in subsection (a) of this Section 3.11 or, at the
Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices.
The cost of any such insurance with respect to the Foreclosed Property shall be payable out of amounts on deposit in the
Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such Advance would
be a Nonrecoverable Advance. If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer (with
respect to the Whole Loan when it is not a Specially Serviced Whole Loan) or Special Servicer (with respect to a Specially
Serviced Whole Loan or Foreclosed Property) will be required, after receiving payment from amounts on deposit in the
Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use
efforts consistent with Accepted Servicing Practices to exercise on behalf of the Trust the rights of the Trust under the
Co-Lender Agreement to obtain reimbursement for a pro rata portion (based on the principal balances of the Notes) of
such amount allocable to the Companion Loans from the Companion Loan Holders. Any such insurance (other than terrorism
insurance, which shall be maintained to the extent required under subsection (a)) that is required to be
maintained with respect to the Foreclosed Property shall only be so required to the extent such insurance is available
at commercially reasonable rates and the Trust has an insurable interest in the Foreclosed Property. If the Special Servicer
requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the
Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such
Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within 5 Business
Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to
maintain such insurance; provided that, in each such case, such obligations shall be subject to the provisions of this
Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of
such insurance at commercially reasonable rates.


 


(c)             
The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained
by maintaining a master force placed or blanket insurance policy insuring against losses on the Mortgaged Property or the Foreclosed
Property, as the case may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections
of this Section 3.11. The incremental cost of such insurance allocable to the Mortgaged Property or Foreclosed Property,
if not borne by the applicable Loan Parties, shall be paid by the Servicer as a Property Protection Advance unless it would be
a Nonrecoverable Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or
the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that
would have been deposited therein but for such clause


 






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to the extent any such deductible exceeds the deductible limitation that
pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent
with Accepted Servicing Practices.


 


(d)             
Each of the 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 an insurance
company with a claims-paying ability rating at least equal to one of the following: (a) “A-” by S&P, (b) “A-”
by Fitch Ratings, Inc., (c) “A3” by Moody’s, (d) “A(low)” by DBRS, Inc. or (e) “A-:VIII”
by A.M. Best Company (or such other rating as to which a Rating Agency Confirmation has been obtained) covering the Servicer’s
or Special Servicer’s, as applicable, officers and employees in connection with its activities under this Agreement. Each
such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from
forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d)
shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall at least be equal to the coverage
that is required by the applicable governmental authorities having regulatory power over the Servicer and Special Servicer. The
amount of coverage shall be in such form and amount as are consistent with Accepted Servicing Practices. In the event that any
such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement
bond or policy. Each shall use reasonable effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity
bond and an errors and omissions insurance policy meeting the requirements as described above. In lieu of the foregoing, but subject
to this Section 3.11, the Servicer and the Special Servicer may self-insure with respect to such risks so long
as the long term debt obligations or deposits of the Servicer or the Special Servicer, as applicable (or its immediate or remote
parent) are rated at least “A3” by Moody’s (or such other rating as to which a Rating Agency Confirmation has
been obtained).


 


(e)             
No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or
relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Trustee shall
be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer
shall each deliver or cause to be delivered to the Trustee, a certificate of insurance from the surety and insurer certifying
that such insurance is in full force and effect. The Trustee will make any such certificate of insurance available to the requesting
Certificateholder on a confidential basis.


 


3.12.                   Procedures
with Respect to Defaulted Whole Loan; Realization upon the Mortgaged Property. (a)  Following, and during the continuance
of, a Special Servicing Loan Event, the Special Servicer on behalf of the Trustee (with notification to and consent of the Directing
Certificateholder prior to the occurrence and continuance of a Control Event and upon consultation with the Directing Certificateholder
after the occurrence and during the continuance of a Control Event but so long as no Consultation Termination Event has occurred),
for the benefit of the Certificateholders and the Companion Loan Holders, subject to the terms of the Loan Documents, and the
Co-Lender Agreement, shall promptly pursue the remedies set forth therein or such resolution as is otherwise available to the
Special Servicer, in each case, in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization
on the


 






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Mortgaged Property and the other collateral for the Whole Loan. In connection with any foreclosure,
enforcement of the applicable Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer
to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which
case, if the Special Servicer determines (with the Servicer permitted to conclusively rely upon any such determination) that such
payment would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such
Certificateholders and the Companion Loan Holders constituted a single lender), the Special Servicer will be required to direct
the Servicer to make such payment from the Collection Account, which payment will be a Trust Fund Expense (except to the extent
such expenses are reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of
the Co-Lender Agreement).


 


(b)             
Any proposed acceleration of the Whole Loan and/or foreclosure on the Mortgaged Property shall be taken unless the Special Servicer
waives such Mortgage Loan Event of Default (or modifies or amends the Whole Loan to cure the Mortgage Loan Event of Default),
which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and
does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or
subject the Trust REMIC to any tax (other than a tax on “net income from foreclosure property” under Code Section 860G(c)).


 


(c)             
In connection with such foreclosure as described in Section 3.12(a) or other realization on the Mortgaged Property,
the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall
not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own
funds to restore the Mortgaged Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable,
permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend
its own funds to restore the Mortgaged Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation
of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure,
enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and
the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines,
in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)             
In connection with any foreclosure or other acquisition, the Special Servicer shall request the Servicer to pay, and the Servicer
shall pay, the out of pocket costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines,
in its sole discretion exercised in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable
Advance. The Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the
preceding sentence in accordance with Section 3.23. While negotiating a workout with the Borrower, the Special Servicer
shall pursue any appropriate remedies to but not including actual foreclosure until such negotiations, in the judgment of the
Special Servicer and in accordance with Accepted Servicing


 






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Practices, are not reasonably likely to produce a greater recovery
on a net present value basis than foreclosure.


 


(e)             
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Mortgaged Property on behalf of the Trust and the
Companion Loan Holders and thereby cause the Trust to be the beneficial owner of the Mortgaged Property, or take any other action
with respect to the Mortgaged Property that would cause the Trustee, on behalf of the Trust Fund and the Companion Loan Holders,
to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator”
of the Mortgaged Property within the meaning of CERCLA or any comparable law, subject to the rights of the Risk Retention Consultation
Parties to consult in respect of such action, as applicable, unless the Special Servicer has previously determined, based on a
report prepared as a Trust Fund Expense by an independent Person who regularly conducts site assessments for purchasers of comparable
properties (a copy of such report to be provided to the Certificate Administrator, the Companion Loan Holders and the Trustee
by the Special Servicer), that (i) the Mortgaged Property is in compliance with applicable environmental laws or that taking
the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value
basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use
of hazardous substances or petroleum-based materials which require investigation or remediation, or that if such circumstances
exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking
such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format
and the 17g-5 Information Provider shall make such report available to the Rating Agency and NRSROs pursuant to Section 8.15(b).


 


If
the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(e) that it would
be in the best economic interest (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the Companion
Loan Holders as a collective whole (taking into account the subordination of the Trust B Notes to the A Notes) to institute a
foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of (i) the Risk
Retention Consultation Parties to consult, and (ii) the Directing Certificateholder to consent to and/or consult in respect
of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special
Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Mortgaged
Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance
unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance or if determined
a Nonrecoverable Advance, a Trust Fund Expense) to the effect that such acquisition will not cause the imposition of a tax on
the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under
Code Section 860G(c)) under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding.


 


The
Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean
up or remediation as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 






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(f)               The environmental site assessments contemplated by Section 3.12(e) shall be prepared by any Independent Person who
regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a
manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property
Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(g)              Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust
Fund any personal property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 


(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 Servicer as a Property
Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Trust
REMIC under the REMIC Provisions or cause the Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding
(and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an
“outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such
personal property for federal income tax purposes to be designated at such time)).


 


(h)              Notwithstanding any acquisition of title to the Mortgaged Property following a Mortgage Loan Event of Default under the Whole
Loan and cancellation of the Whole Loan, the Mortgage Loan and each Companion Loan shall be deemed to remain outstanding and,
in the case of the Mortgage Loan, held in the Trust, and in the case of the Companion Loans, held by the Companion Loan Holders,
for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations
hereunder, so long as the Mortgage Loan and the Companion Loans shall be deemed to remain outstanding in accordance with the preceding
sentence, (i) it shall be assumed that the unpaid principal balance of the Mortgage Loan and the Companion Loans immediately
after any discharge is equal to the unpaid principal balance of the Mortgage Loan and the Companion Loans immediately prior to
such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b) and the Co-Lender
Agreement.


 


3.13.          
Custodian and Trustee to Cooperate; Release of Items in Mortgage File. From time to time and as appropriate for the servicing
of the Whole Loan or foreclosure of or realization on the Mortgaged Property, the Custodian shall, upon request of the Servicer
or the Special Servicer and delivery to the Custodian of a request for release in the form of Exhibit B hereto, release
or cause to be released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the
lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related request for release
and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings.
Such request for release shall obligate the Servicer or the Special Servicer to (and the Servicer or Special


 






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Servicer, as applicable,
shall) return such items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.


 


3.14.          
Title and Management of Foreclosed Property. (a) In the event that title to the Mortgaged Property is acquired for
the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise,
the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the Certificateholders,
or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as
otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly
owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided
that such Advance would not be a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall
consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to
the Mortgaged Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related
to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of the Foreclosed
Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event
within the time period, and subject to the conditions, set forth in Sections 3.15 and 12.2. Subject to Sections 12.2
and 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor
Property Manager to manage, conserve, protect and operate the Foreclosed Property for the Certificateholders and the Companion
Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi),
the Successor Property Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the
Collection Account pursuant to Section 3.4(c)(vi)).


 


(b)              The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of the Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to the Foreclosed
Property the Foreclosed Property Account on behalf of the Trust pursuant to Section 3.5(b).


 


(c)              The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with the Foreclosed Property for the benefit of the
Trust Fund and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Notes to
the A Notes) on such terms as are appropriate and necessary for the efficient liquidation of the Foreclosed Property, so
long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices.


 


The
Special Servicer shall deposit or cause to be deposited on a daily basis in the Foreclosed Property Account all revenues received
with respect to the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the
proper operation, management and maintenance of the Foreclosed Property and for other expenses related to the preservation and
protection of the Foreclosed Property, including, but not limited to:


 






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(i)               all insurance premiums due and payable in respect of the Foreclosed Property;


 


(ii)              all taxes, assessments, charges or other similar items in respect of the Foreclosed Property that could result or have resulted
in the imposition of a lien thereon; and


 


(iii)             all costs and expenses necessary to preserve the Foreclosed Property, including the payment of ground rent, if any.


 


To
the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i)
through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the
Servicer shall, make a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices,
that such Advance would constitute a Nonrecoverable Advance.


 


(d)              The Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor
Property Manager for the operation and management of the Foreclosed Property; provided that no such contract shall impose
individual liability on the Trustee or the Trust; provided, further, that:


 


(i)               the terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)              any such contract shall require, or shall be administered to require, that the Successor Property Manager (A) request that
the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation
and management of the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special
Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the
Foreclosed Property Account;


 


(iii)             none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor
Property Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management
of the Foreclosed Property; and


 


(iv)             the Successor Property Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only
if the construction was more than 10% complete at the time default on the Whole Loan became imminent.


 


The
Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject
to reimbursement pursuant to


 






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Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor
Property Manager and to enforce the obligations of the Successor Property Manager on behalf of the Trust Fund and the Companion
Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)              On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected since the
preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property
(including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts
reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed
Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable
reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.


 


3.15.          
Sale of the Foreclosed Property.  (a) In the event that title to the
Mortgaged Property is acquired for the benefit of the Certificateholders in foreclosure or by deed in lieu of foreclosure or otherwise,
the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the Holders
of the BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, or their nominee (which shall not
include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10.
The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell the Foreclosed Property as expeditiously
as appropriate in accordance with Accepted Servicing Practices and the REMIC Provisions, but in no event later than the time period
set forth in Section 12.2 in a manner provided under this Section 3.15.


 


(b)             
If the Special Servicer or an Affiliate acquires the Foreclosed Property in the name of and on behalf of the Trust Fund and the
Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions
of this Agreement, to do any and all things in connection with the management and operation of the Foreclosed Property in accordance
with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be in the best interest
of the Certificateholders and the Companion Loan Holders as a collective whole, as if they constituted a single lender (taking
into account the subordination of the Trust B Notes to the A Notes) and consistent with the REMIC Provisions.


 


(c)              Subject to the consent and consultation rights of the Directing Certificateholder and the consultation rights of the Companion
Loan Holders, the Special Servicer shall accept the highest cash offer for Foreclosed Property received from any Person. However,
in no event may such offer be less than an amount at least equal to the sum of (i) the portion of the outstanding principal
balance of the Whole Loan with respect to such Foreclosed Property, (ii) unreimbursed Property Protection Advances and Administrative
Advances and Companion Loan Advances and all accrued and unpaid interest on Advances, (iii) fees and amounts owed to the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee with respect to such Foreclosed Property, and (iv) all unpaid
interest, if any, accrued with respect to the outstanding principal balance of the Whole Loan with respect to such Foreclosed
Property through


 






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the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offer, the Special
Servicer shall accept the highest cash offer that it determines is a fair price based on Appraisals obtained within the last 9
months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness
of the highest offer based upon such Appraisal or, if no Appraisal has been obtained within the last nine (9) months, based on
an Appraisal obtained at the expense of the Trust (except to the extent such expenses are reimbursed with funds otherwise paid
from amounts allocable to the Companion Loans pursuant to the terms of the Co-Lender Agreement); provided that if the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an Independent
Appraiser expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation
of or investment in comparable properties, which such expert shall be selected with reasonable care by the Trustee for the sole
purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further,
that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions
of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance,
subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as a Trust Fund Expense.
Notwithstanding the foregoing, and subject to the consent and/or consultation rights of the Directing Certificateholder, the Special
Servicer shall not be obligated to accept the a higher cash offer if the Special Servicer determines, in accordance with Accepted
Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan
Holders (as a collective whole as if they constituted a single lender (taking into account the subordination of the Trust B Notes
to the A Notes)), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if
it determines, in accordance with the Accepted Servicing Practices, that acceptance of such offer would be in the best interests
of the Certificateholders and the Companion Loan Holders (as a collective whole as if they constituted a single lender. For avoidance
of doubt, the Directing Certificateholder may submit bids on the Foreclosed Property in the same manner and at the same time and
place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or
purchase the Foreclosed Property.


 


(d)              Subject to the provisions of Sections 3.14 and 12.2, the Special Servicer shall act on behalf of the Trust
Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the
sale of the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of the Foreclosed
Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer,
the Trust or the Certificateholders and the Companion Loan Holders (except that any contract of sale and assignment and conveyance
documents may contain customary warranties, 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 Trustee, the Depositor, the Certificate Administrator or the Special
Servicer shall have any liability to any Certificateholder with respect to the purchase price thereof accepted by the Special
Servicer or the Trustee.


 






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(e)           The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in
connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)            Within 30 days of the sale of the Foreclosed Property, if not previously included in a CREFC® Report provided
by the Servicer or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holders
and the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of
disposition of the Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued
interest with respect to the outstanding balance of the Whole Loan immediately prior to the acquisition of the Foreclosed Property,
calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Companion
Loan Holders or Certificate Administrator may reasonably request.


 


(g)          If the Whole Loan is a Specially Serviced Whole Loan or the Mortgaged Property becomes Foreclosed Property, the Servicer
shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Mortgaged Property required by Section 6050J
of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan and the Companion Loans required
by Section 6050P of the Code.


 


(h)          The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs
in its reasonable discretion to perform its obligations under this Agreement.


 


3.16.       Sale of the Whole Loan.


 


(a)          (i) Within sixty (60) days after the occurrence of a Special Servicing Loan Event and notice of the occurrence is received
by the Special Servicer, the Special Servicer shall order (but shall not be required to have received) an Appraisal. The Servicer
shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders and
the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event) of the occurrence
of such Special Servicing Loan Event. Upon delivery by the Servicer of the notice described in the preceding sentence, and subject
to the rights of the Directing Certificateholder, the Special Servicer may offer to sell to any Person the Whole Loan or may offer
to purchase the Whole Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no
satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and the Companion Loan Holders as a collective whole as if they constituted a single lender (taking into
account the subordination of the Trust B Notes to the A Notes) on a net present value basis. The Special Servicer shall provide
the Trustee, the Companion Loan Holders, the Certificate Administrator, the Risk Retention Consultation Parties and the Directing
Certificateholder (prior to the occurrence of a Consultation Termination Event) not less than five (5) Business Days’ prior
written notice of its intention to sell the Whole Loan, in which case the Special Servicer is required to accept the highest offer
received from any Person (other than any Interested Person) for the Whole Loan so long as such offer is at least equal to the Loan
Purchase Price. At the Special Servicer’s option, if it has received no offer at least equal to the Loan


 



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Purchase Price therefor,
an Interested Person (other than the Manager or Borrower Affiliate) may purchase the Whole Loan at the Loan Purchase Price. Any
Companion Loan is to be sold together with the Mortgage Loan, subject to this Section 3.16 and any additional requirements
set forth in the Co-Lender Agreement (including, without limitation, Section 5 of the Co-Lender Agreement).


 


(ii)          In the absence of any offer and purchase at least equal to the Loan Purchase Price, the Special Servicer shall accept the
highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Whole Loan. In determining
whether any offer from a person other than an Interested Person constitutes a fair price for any defaulted Whole Loan, the Special
Servicer is required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal
that it may have obtained pursuant to this Agreement within the prior nine months), among other factors, the period and amount
of the occupancy level and physical condition of the Mortgaged Property and the state of the local economy. However, if the highest
offeror is a Person who is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder
(or any of its Affiliates), the Property Manager, any Borrower Affiliate, an Other Depositor, the master servicer, the special
servicer (or any independent contractor engaged by such special servicer) or the trustee for an Other Securitization Trust, a Companion
Loan Holder or any known Affiliate of any of them (any such Person, an “Interested Person”), then the Trustee
(based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by
the Servicer as a Property Protection Advance unless it would constitute a Nonrecoverable Advance) and copied or otherwise delivered
to the Trustee and any other information reasonably requested by the Trustee) shall determine if the highest offer is a fair price;
provided that no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) if such offer is less than the applicable Loan Purchase Price, at least two other offers are received from independent
third parties. Any such determination shall be binding upon all parties. All reasonable costs and fees of the Trustee and any third
party hired by the Trustee in accordance with this Agreement in making such determination shall be reimbursable to it first, by
the Servicer as an Advance, or if the Servicer determines that such amounts are Nonrecoverable Advances, then as a Trust Fund Expense
(except to the extent such expense is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant
to the terms of the Co-Lender Agreement). The Directing Certificateholder may submit bids on the defaulted Mortgage Loan in the
same manner and at the same time and place as any other bidder. If the Trustee designates any such third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase the Whole Loan.


 


(iii)         Notwithstanding anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase
the Whole Loan and 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 Interested Person or as a Trust Fund Expense (except to the extent such
expense is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Co-Lender
Agreement), as set forth below) designate an Independent third party expert in real estate or commercial mortgage loan matters
with at least five (5) years’ experience in valuation


 



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of or investment in loans similar to the Whole Loan, that has been
selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair
price for the Whole Loan. If the Trustee designates any such 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 reasonable costs of all Appraisals,
property condition assessments and broker opinions of value incurred by the Trustee or any such third party pursuant to this paragraph
shall be covered by, and shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such
Interested Person, such expense shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s
determination that such amounts are not Nonrecoverable Advances, and then, if not paid by the Servicer as an Advance, paid as a
Trust Fund Expense (except to the extent such expense is reimbursed with funds otherwise paid from amounts allocable to the Companion
Loans pursuant to the terms of the Co-Lender Agreement); provided that the Trustee shall not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee. If such amounts are reimbursed from amounts allocable
to the Mortgage Loan, the Servicer (with respect to the Whole Loan when it is not a Specially Serviced Whole Loan) or Special Servicer
(with respect to a Specially Serviced Whole Loan or Foreclosed Property) will be required, after receiving payment from amounts
on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders
and (ii) use efforts consistent with Accepted Servicing Practices to exercise on behalf of the Trust the rights of the Trust under
the Co-Lender Agreement to obtain reimbursement for a pro rata portion (based on the principal balances of the Notes) of
such amount allocable to the Companion Loans from the Companion Loan Holders.


 


(iv)         The Special Servicer shall not be obligated to accept a higher offer if the Special Servicer determines, in accordance with
Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Certificateholders and the
Companion Loan Holders (as a collective whole as if they constituted a single lender, taking into account the subordination of
the Trust B Notes to the A Notes). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with
Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Certificateholders and the
Companion Loan Holders as collective whole as if they constituted a single lender (taking into account the subordination of the
Trust B Notes to the A Notes) on a net present value basis (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 in other
respects), 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 efforts consistent with Accepted Servicing Practices to sell the Whole Loan prior to the Rated Final
Distribution Date.


 


(v)          Unless and until the Whole Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to the Whole Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices and the REMIC Provisions.


 






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(b)          Any sale of the Whole Loan by the Special Servicer shall be subject to the consultation rights of the Risk Retention Consultation
Parties as described in Section 9.3 herein and the rights of the Companion Loan Holders.


 


(c)          The right of the Special Servicer to purchase or sell the Whole Loan after the occurrence of a Special Servicing Loan Event
shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of
the Whole Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further
force or effect) if the Whole Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing
Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Whole Loan has become subject to a fully executed
agreement reflecting the terms of the workout arrangement or (iii) the Whole Loan has otherwise been resolved (including by
a full or discounted pay-off).


 


(d)          Any sale of the Whole Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the
Co-Lender Agreement.


 


(e)          Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Whole Loan pursuant to Section 3.16(a)
without the written consent of the Companion Loan Holders (provided that such consent is not required from a Companion Loan
Holder if such Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless the Special Servicer has delivered
to the Companion Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Whole
Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior
to the proposed sale date, a copy of the most recent appraisal for the Whole Loan, and any documents in the Mortgage File reasonably
requested by such Companion Loan Holder that are material to the price of the Whole Loan; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors) 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 Special Servicer
in connection with the proposed sale; provided, that such Companion Loan Holder may waive any of the delivery or timing
requirements set forth in this sentence. The Companion Loan Holders shall be permitted to make offers to purchase, and either such
party is permitted to be the purchaser at any sale of, the Whole Loan.


 


3.17.       Servicing
Compensation.  
The Servicer shall be entitled to receive the Servicing Fee with respect to the Mortgage Loan, the Companion Loans and any
Foreclosed Property payable monthly from the Collection Account from payments of interest on the Mortgage Loan or the
Companion Loans or otherwise in accordance with and subject to Section 3.4(c)(iii); provided that if such
collections on the Mortgage Loan and the Companion Loans are not sufficient to pay all accrued and unpaid Servicing Fees on
the Whole Loan upon the final liquidation of the Whole Loan, any accrued but unpaid Servicing Fees will be payable out of
other amounts on deposit with respect to the Whole Loan in accordance with Section 3.4(c)(vi). The Servicer shall
be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent
described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder
other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to Servicer
if such expenses were


 



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incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy
required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those
which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities
under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of
the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and
expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary
Expenses”).


 


In addition, the Servicer
shall be entitled to the following items as additional servicing compensation, to the extent that such items are actually collected
on the Whole Loan: (i) (x) so long as the Whole Loan is not a Specially Serviced Whole Loan, 50% of the Modification Fees actually
collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer
is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement and (y) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of the Modification Fees actually
collected during the related Collection Period and paid in connection with a consent, approval or other action that the Servicer
is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement; (ii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption Fees collected
during the related Collection Period in connection with a consent, approval or other action that the Servicer is permitted to take
or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement
and 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action
that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of
the Special Servicer under this Agreement; (iii) so long as the Whole Loan is not a Specially Serviced Whole Loan, 100% of Assumption
Application Fees collected during the related Collection Period; (iv) so long as the Whole Loan is not a Specially Serviced
Whole Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of
the Whole Loan and is paid in connection with a consent the Servicer is permitted to grant in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent fees in connection with a consent
that involves no modification, waiver or amendment of the terms of the Whole Loan and is paid in connection with a consent that
the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special
Servicer under this Agreement; (v) any and all amounts collected for checks returned for insufficient funds; (vi) all or a portion
of charges for beneficiary statements or demands actually paid by the Borrower; (vii) if the Whole Loan is not a Specially Serviced
Whole Loan, 100% of other loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits
in the Collection Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings,
if any, with respect to any such account for each Collection Period and, further, in the case of a servicing account or Reserve
Account, only to the extent such interest or other income is not required to be paid to the Borrower under applicable law or under
the Loan Documents); (ix) 100% of late payment charges and net Default Interest that accrued when the Whole Loan is not a Specially
Serviced Whole Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c) and (x) 100% of
defeasance fees.


 






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If a Special Servicing
Loan Event occurs and is continuing with respect to the Whole Loan, the Special Servicer shall be entitled to receive a Special
Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity
bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer
including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise
to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the
Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the
Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of
the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated
following resolution of such Special Servicing Loan Event by a written agreement with the Loan Parties negotiated by the Special
Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made
on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect
to the Whole Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered
into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out
Fees on all payments of principal and interest made on the Whole Loan following such written agreement (negotiated by such Special
Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor
special servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to
receive a Liquidation Fee with respect to Liquidated Property or any full, partial or discounted payoff of the Mortgage Loan or
the Companion Loans or the liquidation of the Mortgage Loan or the Companion Loans as to which the Special Servicer receives Liquidation
Proceeds, except that no Liquidation Fee shall be payable in connection with any repurchase of the Mortgage Loan (or any allocable
portion thereof) by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreement or a Companion Loan under an Other
Pooling and Servicing Agreement (so long as such repurchase occurs within the 90 day time period required by the Mortgage Loan
Purchase Agreement for the Mortgage Loan Sellers to cure or repurchase the Mortgage Loan or a portion of the Mortgage Loan or
such time period required by the Mortgage Loan Purchase Agreement relating to any Other Securitization Trust (plus any applicable
extension period)), or in connection with the sale of the Mortgage Loan by the Special Servicer to the Servicer or the Special
Servicer pursuant to Section 3.16 hereof. The Liquidation Fee shall be payable from, and shall be calculated using
the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account
as provided in Section 3.4(a). Notwithstanding anything herein to the contrary, with respect to the Whole Loan and
any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation
Fee, but not both.


 


The Special Servicer
shall also be entitled to the following items as additional special servicing compensation, to the extent that such items are actually
collected on the Whole Loan: (i) if the Whole Loan is a Specially Serviced Whole Loan or with respect to a Foreclosed Property,
100% of Modification Fees actually collected during the related Collection Period; (ii) if the Whole Loan is not a Specially Serviced
Whole Loan, 50% of Modification Fees collected during the related Collection Period in connection with a consent, approval or other
action that the


 






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Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement; (iii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Fees
collected during the related Collection Period and if the Whole Loan is not a Specially Serviced Whole Loan, 50% of Assumption
Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is
not permitted to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement; (iv) if the Whole Loan is a Specially Serviced Whole Loan, 100% of Assumption Application Fees collected
during the related Collection Period; (v) if the Whole Loan is a Specially Serviced Whole Loan, 100% of consent fees in connection
with a consent that involves no modification, waiver or amendment of the terms of the Whole Loan and if the Whole Loan is not a
Specially Serviced Whole Loan, 50% of consent fees in connection with a consent that involves no modification, waiver or amendment
of the terms of the Whole Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence
of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (vi) if the Whole Loan
is a Specially Serviced Whole Loan, all or a portion of charges for beneficiary statements or demands and other loan processing
fees actually paid by the Borrower; (vii) if the Whole Loan is a Specially Serviced Whole Loan, 100% of other loan processing fees
actually paid by the Borrower; (viii) interest or other income earned on deposits in the Foreclosed Property Account (but only
to the extent of the net investment earnings, if any, for each Collection Period); and (ix) 100% of late payment charges and Default
Interest (to the extent not applied to pay other amounts pursuant to Section 3.4(c)) that accrue when the Whole Loan
is a Specially Serviced Whole Loan.


 


Notwithstanding any other
provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for
an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount
of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Parties
(to the extent the Loan Parties are required to do so under the Loan Agreement); (ii) failure of the Loan Parties to reimburse
for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated
expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise
an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses
are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described
herein as a Trust Fund Expense.


 


Except as otherwise expressly
provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of
the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or
the Servicer’s right to other servicing compensation provided for herein shall be made, and any such attempted transfer,
sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor special servicer,
as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


As compensation for its
activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator
Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein,


 



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the Certificate
Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent.
Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee (including that portion
of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in
whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as
applicable, responsibilities and obligations under this Agreement.


 


The Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees and any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer to be deposited by the
Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable Special Servicer Fees by the
Special Servicer or its Affiliates. On any Distribution Date immediately following such receipt, the Special Servicer shall deliver
or cause to be delivered to the Servicer on the Determination Date related to such Distribution Date, and the Servicer shall deliver
to the Certificate Administrator, without charge, one (1) Business Day prior to the Distribution 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, the Servicer 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.


 


3.18.       
Reports to the Certificate Administrator; Account Statements. 


 


(a)           The
Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format
reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 2:00
p.m. (New York time) two (2) Business Days prior to each Distribution Date, the CREFC® Loan Periodic Update
File and, to the extent received by the Servicer for such Distribution Date, the CREFC® Appraisal Reduction
Template, (ii) 2:00 p.m. (New York time) on the Remittance Date immediately preceding each Distribution Date, the
remaining CREFC® Reports (except the CREFC® Bond Level Files, the CREFC®
Collateral Summary File, the CREFC® Special Servicer File, the CREFC® Operating Statement
Analysis Report and the CREFC® NOI Adjustment Worksheet). The Servicer shall make the CREFC®
Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary File, the
CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and the
CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of a Companion Loan, to the
related Companion Loan Holders on each Distribution Date; and (ii) following securitization of a Companion Loan, to the
master servicer of the related Other Securitization Trust no later than two (2) Business Days after the Determination
Date. The Certificate Administrator shall prepare the CREFC® Bond Level File.


 


Notwithstanding the foregoing,
the Servicer (or the Special Servicer, with respect to the Specially Serviced Whole Loan or Foreclosed Property) shall prepare
the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet on a quarterly
and annual basis (commencing with the quarter ending March 31, 2022 and year ending December 31, 2022), within thirty (30) days
after receipt by the Servicer or the Special Servicer, as applicable, of the financial statements, operating statements, rent rolls,
or other information required to prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis
Report and



 



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the CREFC® NOI Adjustment Worksheet; provided, however, that any analysis or report with
respect to the first calendar quarter of each year shall not be required to the extent provided in the then-current applicable
CREFC® guidelines.


 


Additionally, the Servicer
shall deliver the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
on a monthly basis to the Certificate Administrator; provided, however, the Servicer shall have no obligation to
update such reports except as set forth in the immediately preceding paragraphs, and no analysis or update shall be required to
the extent such analysis or update is not required to be provided under the then-current applicable CREFC® guidelines.


 


(b)          The Servicer shall furnish to the Certificate Administrator in electronic format the CREFC® Reports produced
by it pursuant to this Agreement not later than the time period specified in Section 3.18(a), and thereafter, upon
the request of any Rating Agency, to the 17g-5 Information Provider, who shall make such reports available to the Rating Agency
on its website.


 


(c)          The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the
Servicer by the Loan Parties pursuant to the Loan Agreement (without modification, interpretation or analysis) or by the Special
Servicer, the Loan Seller or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer
or the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall
use efforts consistent with Accepted Servicing Practices to correct patent errors). The Special Servicer will be required pursuant
to Section 3.18(a) of this Agreement to deliver to the Servicer the CREFC® Special Servicer Loan File
and any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC®
REO Liquidation Reports and the most recently prepared or updated CREFC® Operating Statement Analysis Report and
CREFC® NOI Adjustment Worksheet with respect to the Whole Loan if it is a Specially Serviced Whole Loan and any
Foreclosed Property commencing in January 2022, and within thirty (30) days after its receipt of any operating statement and related
rent rolls for the Mortgaged Property or Foreclosed Property.


 


3.19.       [Reserved].


 


3.20.       [Reserved].


 


3.21.       
Access to Certain Documentation Regarding the Whole Loan and Other Information.


 


(a)          Upon reasonable prior written request, the Certificate Administrator or the Custodian, as applicable, shall provide reasonable
access during its normal business hours at its Corporate Trust Office to certain reports and to information and documentation in
its possession or in its control regarding the Whole Loan to any Privileged Person (other than a Borrower Affiliate, the Manager,
or their respective agents or Affiliates); provided, however, that to the extent such reports, information and documentation
is provided to the Rating Agency, the 17g-5 Information Provider shall first post such information to the Certificate Administrator’s
Website.


  



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Such information shall include, but shall not be limited to, the CREFC® Reports provided to the Certificate
Administrator by the Servicer.


 


(b)          Upon request of the Depositor or the Rating Agency, 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 Agency to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with Section 8.15(b). In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.
In addition, upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by
the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available
to NRSROs by the Depositor prior to the Closing Date, the 17g-5 Information Provider shall post such information on the 17g-5 Information
Provider’s Website pursuant to Section 8.15(b).


 


(c)          Upon the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB
and is designated as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor
Certification in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively, the
“Rule 144A Information Recipients”), the Certificate Administrator shall make available to the Rule 144A
Information Recipients such information as is specified pursuant to Rule 144A(d)(4) under the Act (“Rule 144A
Information”), to the extent such Rule 144A Information has been received by the Certificate Administrator. If the
Certificate Administrator receives a request for Rule 144A Information in connection with the resale of any Certificate by
a Certificateholder or Beneficial Owner, and such Rule 144A Information has not previously been provided to the Certificate
Administrator by the Depositor, the Certificate Administrator shall, within three (3) Business Days of receipt of such request,
notify the Depositor of such request and identify the Rule 144A Information requested. The Depositor shall use commercially
reasonable efforts to provide the requested Rule 144A Information to the Certificate Administrator, to the extent the requested
Rule 144A Information is in the Depositor’s possession. The Certificate Administrator shall, within three (3) Business
Days of receipt of any additional Rule 144A Information from the Depositor (i) convey such additional requested Rule 144A
Information to the requesting Rule 144A Information Recipient and (ii) post such additional requested Rule 144A
Information on the Certificate Administrator’s Website.


 


3.22.       Inspections. The Servicer shall inspect or cause to be inspected the Mortgaged Property not less frequently than
once each year commencing in 2022, so long as a Special Servicing Loan Event is not then continuing; provided that the Servicer
shall not be required to inspect the Mortgaged Property if the Special Servicer has inspected the Mortgaged Property in the past
12 months. The Special Servicer shall inspect or cause to be inspected the Mortgaged Property, as applicable, and as soon as practicable
following the occurrence of a Special Servicing Loan Event and annually for so long as a Special Servicing Loan Event is continuing.
The Servicer or the Special Servicer, as applicable, shall further inspect, or cause to be inspected, the Mortgaged Property whenever
it receives information that the Mortgaged Property has been materially damaged, left vacant, or abandoned, or if waste is being
committed thereto. All such inspections shall be performed in such manner as shall be consistent with Accepted Servicing Practices.
The cost of the annual inspections referred to in the first sentence of this paragraph shall


 



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be an expense of the Servicer; the
cost of all additional inspections referred to in this paragraph shall be a Trust Fund Expense (except to the extent such expense
is required to be borne by the Companion Loan Holders pursuant to the terms of the Co-Lender Agreement) and if paid by the Servicer
shall constitute a Property Protection Advance. If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the
Servicer (with respect to the Whole Loan when it is not a Specially Serviced Whole Loan) or Special Servicer (with respect to a
Specially Serviced Whole Loan or Foreclosed Property) will be required, after receiving payment from amounts on deposit in the
Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use efforts
consistent with Accepted Servicing Practices to exercise on behalf of the Trust the rights of the Trust under the Co-Lender Agreement
to obtain reimbursement from the Companion Loan Holders for a pro rata portion (based on the outstanding principal balance
of the Notes) of such amount allocable to the Companion Loans. The Servicer or Special Servicer, as the case may be, shall prepare
a written report of inspection and deliver it to the Certificate Administrator and the Companion Loan Holders in electronic format.
The Certificate Administrator shall post such report on the Certificate Administrator’s Website pursuant to Section 8.15(b).


 


3.23.       
Advances. (a)  In the event that all or a portion of any Monthly Payment (other than the Balloon Payment
and Default Interest) or an Assumed Monthly Payment, as applicable representing interest on the Mortgage Loan has not been received
by the close of business on the Business Day immediately prior to the Remittance Date, the Servicer, subject to its determination
that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance Date to the Distribution Account, in
an amount equal to such Monthly Payment (or portion thereof) (or in the amount of the Assumed Monthly Payment, or portion thereof,
as applicable) with respect to the Mortgage Loan that has not been received by the close of business on the Business Day immediately
prior to such Remittance Date (net of the Servicing Fee with respect to the Mortgage Loan, which shall not be paid to the Servicer
until funds in the Collection Account are available for payment of such fee); provided that neither the Servicer nor any
other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with respect to the Mortgage Loan
if the delinquent amount of the Monthly Payment (or, if applicable, the Assumed Monthly Payment) in respect of such Mortgage Loan
is received by the Servicer by 2:00 p.m., New York time, on such Remittance Date. The portion of any Monthly Payment Advance equal
to the CREFC® Intellectual Property Royalty License Fee for the Mortgage Loan and such Distribution Date will not
be remitted to the Certificate Administrator but will be remitted to CREFC® by the Servicer. The Servicer shall
also advance in respect of each Payment Date following (x) a delinquency in the payment of the Balloon Payment of the Mortgage
Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable conversion) of the Whole Loan or (y) not
later than the related Remittance Date, to the Distribution Account, the amount of any Assumed Monthly Payment deemed due with
respect to the Mortgage Loan on such Payment Date (net of the Servicing Fees). For the avoidance of doubt, in the event that the
amount of interest and/or principal on the Mortgage Loan is reduced as a result of any modification to the Mortgage Loan, any Monthly
Payment Advance made with respect to such modified Mortgage Loan shall be in such amounts as may be required as a result of such
reduction. Notwithstanding anything to the contrary herein and subject to the determination of nonrecoverability provided in this
Section 3.23, in the event that the Mortgaged Property becomes Foreclosed Property, the Servicer shall continue to
make advances as required pursuant to this Section 3.23(a) with respect to each Payment Date following such event in
an amount equal to the Monthly Payment or


 



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Assumed Monthly Payment, as applicable, due or deemed due with respect to the Mortgage
Loan on such Payment Date, as if the Mortgaged Property had not become a Foreclosed Property and the Mortgage Loan continued to
be outstanding. If and to the extent such information is not already included in the Distribution Date Statement for the month
in which such Monthly Payment Advance is made, the Servicer shall notify the master servicer and trustee with respect to each Other
Securitization Trust of the amount of any Monthly Payment Advance made pursuant to this Section 3.23(a) within two
Business Days of making such Advance. The Servicer shall maintain a record of each Monthly Payment Advance it has made pursuant
to this Section 3.23(a) on the Mortgage Loan and shall notify the Certificate Administrator thereof in the appropriate
CREFC® Reports in order to permit allocation thereof pursuant to Sections 3.4 and 3.5. In the
event that the Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each Remittance
Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Payment Advance)
to the Certificate Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the
Certificate Administrator interest on such amounts at the federal funds rate for the period from and including the Remittance Date
to but excluding the Distribution Date or, if earlier, the actual remittance date. Neither the Servicer nor the Trustee will be
required to make a Companion Loan Advance or any administrative advance in respect of any Companion Loan. Neither the Servicer
nor the Trustee will be entitled to interest on any Monthly Payment Advance on the Mortgage Loan until the related Loan Payment
Date has passed. The Servicer and the Trustee, as applicable, will each be entitled to reimbursement for a Monthly Payment Advance
and any Administrative Advance from any collections on the Whole Loan prior to any distributions to the Certificateholders.


 


At any time that a Trust
Appraisal Reduction Amount exists with respect to the Whole Loan, the amount that would otherwise be required to be advanced by
the Servicer in respect of delinquent payments of interest on the Mortgage Loan shall be reduced by multiplying such amount by
a fraction, the numerator of which is the then-outstanding principal balance of the Mortgage Loan minus the Trust Appraisal Reduction
Amount allocable to the Mortgage Loan (including any deemed Trust Appraisal Reduction Amount) and the denominator of which is the
then-outstanding principal balance of the Mortgage Loan.


 


For the avoidance of
doubt, the Servicer shall make Monthly Payment Advances on the basis of the original terms of the Mortgage Loan, including if the
Mortgage Loan is subject to a forbearance agreement or other temporary deferral or payment accommodation, unless (a) the terms
of the Mortgage Loan have been permanently modified to reduce or forgive a monetary obligation or (b) such advance has been determined
to be non-recoverable.


 


(b)          Subject to Section 3.23(e), the Servicer shall advance, for the benefit of the Certificateholders and the Companion
Loan Holders, to the extent it determines such amount is recoverable, all customary and reasonable out-of-pocket costs and expenses
incurred by the Servicer or the Special Servicer in the performance of its respective servicing obligations, including, but not
limited to, the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection
of the Mortgaged Property that, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices,
are necessary to prevent an immediate or material loss to the Trust’s interest in the Mortgaged Property, (ii) the payment
of (A) real estate taxes, assessments, ground rents and governmental charges that may be levied or assessed against any Loan
Party or any of its Affiliates or the Mortgaged Property or


 



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revenues therefrom or that become liens on the Mortgaged Property,
(B) insurance premiums and (C) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable
(including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the applicable Loan Parties
that are incurred in connection with a sale of the Whole Loan, the negotiation of a workout of the Whole Loan, an assumption of
the Whole Loan or a release of the Mortgaged Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings,
including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs
for third party experts, including Independent Appraisers, environmental and engineering consultants, and (iv) the management,
operation and liquidation of the Mortgaged Property if the Mortgaged Property is acquired by the Trust (collectively, “Property
Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall advance amounts eligible
for withdrawal from the Collection Account pursuant to clauses (iii) (other than Servicing Fees), (iv)(b), (v)
(to the extent reimbursements of such amounts are owed to the Trustee only), (vi), (viii) and (x) of Section 3.4(c)
(collectively, “Administrative Advances”) on or prior to the related Distribution Date to the extent (A) such
amounts are not paid from the Collection Account pursuant to the second paragraph of Section 3.4(c) and (B) it determines
that such amounts are payable or reimbursable by the Borrower and would not be a Nonrecoverable Advance. During the continuation
of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five (5) Business
Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance with respect
to the Whole Loan or any Foreclosed Property; provided, however, that only three (3) Business Days’ written
notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition, the Special
Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request to enable the
Servicer to determine whether a requested Property Protection Advance would constitute a Nonrecoverable Advance. Subject to Section 6.3,
notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer make an Advance, the Servicer
may conclusively rely on such request as evidence that such advance is not a Nonrecoverable 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 Advances other than emergency Advances (although such request may relate to more than one Advance). The Special Servicer shall
not be obligated to make any Advance.


 


(c)          To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall
be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and
the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this
Agreement, and shall continue to apply with respect to the Mortgage Loan after any modification or amendment of the Whole Loan
pursuant to Section 3.24 hereof, beyond the Maturity Date of the Whole Loan if a payment default shall have occurred
on such date and through any court appointed stay period or similar payment delay resulting from any insolvency of any Loan Party
or related bankruptcy, notwithstanding any other provision of this Agreement, subject to the requirement of recoverability, until
the earliest of (i) the payment in full of the Whole Loan, (ii) the date on which the entirety of the Mortgaged Property
becomes liquidated or (iii) the date on which the Whole Loan is sold.


 






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(d)          Interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding
at a rate of interest equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day
on which the Prime Rate was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of
days elapsed in a month. Interest on the Advances shall compound annually. If the context requires, each reference to the reimbursement
or payment of an Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon at
the Advance Rate through but excluding the date of payment or reimbursement.


 


(e)          Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to
make an Advance only to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together
with interest thereon at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer,
in that order, shall be entitled to reimbursement for any such Advances relating to the Mortgage Loan or the Whole Loan, as applicable,
from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires,
each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to,
payment or reimbursement of interest thereon at the Advance Rate through but excluding the date of payment or reimbursement.


 


(f)           The determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the
Companion Loan Holders, the Certificate Administrator, the Trustee (if such determination is made by the Servicer), the Servicer
and the Special Servicer, that sets forth the determination of nonrecoverability and the considerations forming the basis of such
determination with supporting documents attached. Such Officer’s Certificate shall be made available to any Privileged Person
by the Certificate Administrator posting such Officer’s Certificate to the Certificate Administrator’s Website in accordance
with Section 8.15(b). The costs of any appraisals, engineering reports, environmental reports or surveys and other
information requested by the Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust
Fund Expenses (except to the extent such expenses are reimbursed with funds otherwise paid from amounts allocable to the Companion
Loans pursuant to the terms of the Co-Lender Agreement), payable from the Collection Account pursuant to Section 3.4(c),
and shall constitute a Property Protection Advance if paid by the Servicer or the Trustee from its funds. If such amounts are reimbursed
from amounts allocable to the Mortgage Loan, the Servicer (with respect to the Whole Loan when it is not a Specially Serviced Whole
Loan) or Special Servicer (with respect to a Specially Serviced Whole Loan or Foreclosed Property) shall, after receiving payment
from amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion
Loan Holders and (ii) use efforts consistent with Accepted Servicing Practices to exercise on behalf of the Trust the rights
of the Trust under the Co-Lender Agreement to obtain reimbursement for a pro rata portion (based on the principal balances
of the Notes) of such amount allocable to the Companion Loans from the Companion Loan Holders (including, if such amounts cannot
be recovered from the Whole Loan, from general collections of the related Other Securitization Trust, if applicable). Subject to
Section 6.3, the Servicer’s reasonable determination of nonrecoverability in accordance with the above provisions
shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively


 



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thereupon. The Trustee, in
determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its commercially
reasonable judgment, solely in its capacity as Trustee.


 


(g)          The Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to
any Companion Loans, (ii) any Balloon Payment with respect to the Mortgage Loan (but are obligated to advance the related
Assumed Monthly Payment in accordance with the terms of this Agreement), (iii) any Default Interest, late payment charges
or Prepayment Fees, (iv) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant
to Section 3.12(c)), any failure of the Mortgaged Property to comply with any applicable law, including any environmental
law, or (except in connection with the foreclosure or other acquisition of the Mortgaged Property in accordance with Section 3.12
upon the occurrence of a Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental
condition present at the Mortgaged Property, (v) any losses arising with respect to defects in the title to the Mortgaged
Property, (vi) any costs of capital improvements to the Mortgaged Property other than those necessary to prevent an immediate
or material loss to the Trust’s interest in the Mortgaged Property, or (vii) any monthly payment advances or administrative
advances with respect to the Companion Loans.


 


(h)          With respect to the Mortgage Loan, the Servicer will be permitted to make its own determination that it has made a Monthly
Payment Advance that is a Nonrecoverable Advance or that any proposed Monthly Payment Advance, if made would constitute a Nonrecoverable
Advance thereto independently of any determination made by any servicer of any Companion Loan. If the Servicer or the Trustee,
as applicable, receives written notice from any such servicer, that it has determined, with respect to any Companion Loan, that
any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable
advance, such determination will not be binding on the Certificateholders, the Servicer or the Trustee.


 


(i)           The Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination:
(a) the existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Mortgage
Loan, the Whole Loan or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Servicer or the Trustee, (b) the obligations of the Borrower under the terms of the Whole Loan as it may
have been modified, (c) the Mortgaged Property in its “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer
or in its commercially reasonable 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 the Mortgaged Property, (d) future expenses and (e) the timing of recoveries.


 


3.24.       Modifications of Loan Documents. (a)  (i) The Servicer (if no Special Servicing Loan Event has occurred
and is continuing)(subject to the consent or deemed consent of the Special Servicer in the case of a Major Decision) or the Special
Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject to (x) the Special Servicer obtaining the consent
of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior
to the occurrence and continuance of a Control Event, and (y) the consultation and


 



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review rights of the Directing Certificateholder
(subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance
of a Control Event but prior to the occurrence of a Consultation Termination Event, modify, waive or amend any term of the Whole
Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either
(i) cause the Trust REMIC to fail to qualify as a REMIC under the Code or (ii) subject the Trust REMIC to any tax under
the REMIC Provisions (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion
of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer
or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) seven (7) years
prior to the latest Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices
giving due consideration to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground
lease, plus any options to extend the ground lease exercisable unilaterally by the Borrower. In connection with (i) the release
of the Mortgaged Property or portion thereof from the lien of the related Mortgage or (ii) the taking of the Mortgaged Property
or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the
Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Mortgaged Property, for purposes
of REMIC qualification of the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude
the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all
Borrower requests related to any Whole Loan modification or assumption and, so long as no Consultation Termination Event is continuing,
the Special Servicer shall forward such notice to the Directing Certificateholder.


 


(c)          All modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special
Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Servicer (if the notice is given by the Special
Servicer), the Special Servicer (if notice is given by the Servicer) the Companion Loan Holders and the Depositor and, so long
as no Consultation Termination Event has occurred, the Directing Certificateholder, in writing, of any modification, waiver or
amendment of any term of the Whole Loan and the date thereof, and shall deliver to the Custodian (with a copy to the Trustee, the
Servicer (if notice is given by the Special Servicer) and the Companion Loan Holders) an original recorded (if applicable) counterpart
of the agreement relating to such modification, waiver or amendment within ten (10) Business Days following the execution and recordation
(if applicable) thereof. In the event the Servicer or Special Servicer, or a court of competent jurisdiction in connection with
a workout or proposed workout of the Whole Loan, modifies the interest rate applicable to the Whole Loan, the aggregate adverse
economic effect of the modification (if any) required to be borne by the holders of the Trust Notes pursuant to the Co-Lender Agreement
shall be applied to the Non-Retained Certificates, in reverse order of seniority. If all or any portion of the Whole Loan is modified,
the Note Rates shall not change for purposes of determining the Net Trust Note Rates and distributions on the Certificates.


 


(d)          Any modification, extension, waiver or amendment of the payment terms of the Mortgage Loan and the Companion Loans will
be required to be structured to be consistent with the allocation and payment priorities in the Loan Documents and the Co-Lender
Agreement, such that neither the Trust as holder of the Mortgage Loan nor a Companion Loan Holder gains a


 



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priority over the other
such holder that is not reflected in the related Loan Documents and the Co-Lender Agreement.


 


(e)          Any modification, waiver or amendment with respect to the Companion Loans may be subject to the consultation of the Companion
Loan Holders and the Special Servicer as described pursuant to the terms of the Co-Lender Agreement and this Agreement.


 


(f)           Subject to Section 3.26, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant
to the Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency
Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable,
first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan Parties’
expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Loan Parties do not pay, as
a Trust Fund Expense.


 


(g)          Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may,
in accordance with Accepted Servicing Practices (without any Rating Agency Confirmation or consent of the Directing Certificateholder),
grant the Borrower’s request for consent to subject the Mortgaged Property to an easement, right-of-way or similar agreement
for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan
to such easement, right-of-way or similar agreement and may not condition the granting of any of the above on receipt of Rating
Agency Confirmation if such condition would not be consistent with or permitted by the Loan Documents.


 


(h)          Subject to Section 3.26 of this Agreement, prior to implementing any of the actions under the definition of
RAC Decision, the Servicer or Special Servicer shall obtain a Rating Agency Confirmation from the Rating Agency.


 


(i)           The Servicer, rather than the Special Servicer, shall be responsible for processing any defeasance of the Whole Loan. Notwithstanding
the foregoing, the Servicer shall not permit the substitution of the Mortgaged Property pursuant to the defeasance provisions of
the Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the 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 Loan Documents, in an amount sufficient to make all scheduled payments required under the
terms of the Whole Loan 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 the Whole Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions of Counsel
(at the expense of the related Borrower) to the effect that the Trustee, on behalf of the Trust Fund, will have a first priority
perfected security interest in such substituted property; provided, however, that, to the extent consistent with
the Loan Documents, the Borrower shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the Loan Documents, the related Borrower shall establish a single purpose entity to act as a successor
mortgagor, if so required by the Rating Agency, (v) to the extent permissible under the Loan Documents, the Servicer shall
use its


 



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reasonable efforts to require the related Borrower 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 Loan Documents, the Servicer shall
obtain, at the expense of the Borrower, Rating Agency Confirmation from the Rating Agency. If the Servicer receives notice of a
request for defeasance with respect to the Whole Loan, the Servicer shall provide upon receipt of such notice, written notice of
such defeasance request to the Mortgage Loan Sellers or its respective assignee and (ii) until such time as a Mortgage Loan
Seller provides written notice to the contrary, notice of a defeasance of the Whole Loan shall be delivered to such Mortgage Loan
Seller pursuant to the notice provisions of the Mortgage Loan Purchase Agreement.


 


(j)           The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Whole Loan in advance of its Payment Date, and
not as a prepayment of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the 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)          Subject to the terms of this Section 3.24, each of the Servicer and Special Servicer, respectively, shall be
permitted in its sole discretion to waive all or any portion of Default Interest to the extent consistent with Accepted Servicing
Practices. Failure to waive any Default Interest by the Servicer or Special Servicer shall not in any way be deemed a violation
of Accepted Servicing Practices.


 


    3.25.               Conflicts of Interests; Mandatory Resignation of Servicer or Special Servicer. (a)  The Servicer, the
Special Servicer and any agent thereof in its individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Servicer or the Special Servicer or such agent except as otherwise provided
herein subject to the restrictions on voting set forth in the definition of Certificateholder.


 


(b)          None of the Servicer, the Special Servicer nor any of its Affiliates shall resign from its obligations and duties as Servicer
or Special Servicer, as applicable, under this Agreement, except as provided in Section 6.4. In the event that the
Special Servicer becomes a Borrower Affiliate, the Special Servicer shall promptly notify the Trustee and the Certificate Administrator
of such affiliation. Upon receipt of such notice, the Trustee shall promptly send a request to the Special Servicer requesting
that the Special Servicer resign as Special Servicer and promptly appoint a replacement special servicer in accordance with Section 6.4.
In the event that no replacement Special Servicer is appointed within thirty (30) days for any reason after receipt by the Trustee
of a notice of such affiliation, the Trustee may petition the court for appointment of a successor special servicer at the expense
of resigning Special Servicer.


 


3.26.       Rating Agency Confirmation. Notwithstanding the terms of the Loan Documents or other provisions of this Agreement,
if any action under the Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from the
Rating Agency that a particular action will not cause a downgrade, withdrawal or qualification of the then-current ratings of the
Certificates as a condition precedent to such action, if the party (the “Requesting Party”) seeking to obtain
such Rating Agency Confirmation or written confirmation has made a request to the Rating Agency for such Rating Agency Confirmation
or written


  



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confirmation and, within ten (10) Business Days of such request being sent to the Rating Agency, the Rating Agency has
not replied to such request or has responded in a manner that indicates that the Rating Agency is either declining to review such
request or waiving the requirement for Rating Agency Confirmation or written confirmation, then such Requesting Party shall be
required to (i) confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s
Website) that the Rating Agency has received the Rating Agency Confirmation or written confirmation request, and, if it has, promptly
request such Rating Agency Confirmation or written confirmation again, and (ii) if there is no response to either such Rating
Agency Confirmation or written confirmation request within five (5) Business Days of such second request, then (x) with respect
to any condition in any Loan Document requiring such Rating Agency Confirmation or such written confirmation or any other matter
under this Agreement relating to the servicing of the Whole Loan (other than as set forth in clause (y) below), such
condition shall be deemed to be satisfied (provided that granting such request is in accordance with Accepted Servicing
Practices), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition shall be deemed to be
satisfied if (A) the applicable replacement Servicer or Special Servicer, as applicable, was appointed to act as, and currently
serves as, the master servicer or special servicer on a transaction level basis, as applicable, on the closing date of a commercial
mortgage-backed securities transaction with respect to which Moody’s rated one or more classes of certificates and one or
more of such classes of certificates are still outstanding and rated by Moody’s and (B) Moody’s has not cited
servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or
withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of
securities in any other commercial mortgage-backed securities transaction serviced by the applicable servicer prior to the time
of determination.


 


Any Rating Agency Confirmation
requests made by the Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing (and email shall be sufficient as a writing), which writing shall contain a cover page indicating the
nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as applicable, reasonably deems necessary for any 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 8.15(b).


 


Promptly following the
Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.26 following
any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer, as applicable,
shall provide written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the
17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.15(b).


 


3.27.       Miscellaneous Provisions.


 


Notwithstanding the terms
of the Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any Companion Loan as
to which there exists Companion Loan Securities, if any action relating to the servicing and administration of the


 



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Whole Loan or
any Foreclosed Property, any amendment to this Agreement or replacement of the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee (a “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition
precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action shall also
require delivery of a Companion Loan Rating Agency Confirmation to the master servicer, the special servicer or the certificate
administrator to any Other Securitization Trust as a condition precedent to such action from each Companion Loan Rating Agency.
Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or the Special Servicer, as applicable, depending
on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with a Relevant Action. The requirement
to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be permitted to be waived
by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining
Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer or Special Servicer, as applicable,
depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterparts
(i.e., the master servicer or special servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other
party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related
Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrower, and in such
format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation
all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s)
for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider,
and (ii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such
Companion Loan Rating Agency Confirmation promptly following such request.


 


3.28.       Companion Loan Intercreditor Matters.


 


(a)          If, pursuant to Section 2.8, or Section 3.16, the Mortgage Loan is, in its entirety, purchased or
repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall
assume the rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage
File and (to the extent provided under the Mortgage Loan Purchase Agreement) other documents pertaining to the Whole Loan shall
be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Mortgage Loan in its capacity as the holder
of the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notes) on
behalf of the holders of the Companion Notes. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or
a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear
under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered
to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan.


 


(b)          With respect to any Companion Loan that 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 Servicer,
the Special Servicer,


 



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the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Mortgage Loan Sellers or requesting party), but only to the extent
(i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Mortgage Loan
Sellers or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt,
none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset
review or be bound by it or (ii) be obligated to provide such documents if providing such documents would, in its reasonable
determination, be a violation of this Agreement or the Co-Lender Agreement.


 


(c)          Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement,
the Servicer with respect to the Whole Loan when it is not a Specially Serviced Whole Loan or Special Servicer with respect to
the Whole Loan when it is a Specially Serviced Whole Loan, as applicable, shall consult with the Companion Loan Holders with respect
to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition,
notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to
each Companion Loan Holder to the extent required under the Co-Lender Agreement.


 


(d)          At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable
parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer
and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required
to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when
so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender
Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations
with respect to such items hereunder or under the Co-Lender Agreement.


 


3.29.       Additional Matters with Respect to the Mortgage Loan, any Companion Loan and the Whole Loan.


 


(a)          In the event that the Mortgage Loan Sellers (a “Repurchasing Seller”) repurchases its Trust Notes (each,
a “Repurchased Note”) in accordance with Section 2.8 of this Agreement and Section 8 of the
Mortgage Loan Purchase Agreement, and one or more Companion Notes remain outstanding and are held by one or more Other Securitization
Trusts, the Servicer and Special Servicer agree that pursuant to Sections 2 and 5 of the Co-Lender Agreement, the provisions of
this Agreement and the Co-Lender Agreement shall continue to apply with respect to the servicing and administration of the Whole
Loan (and the Mortgage Loan Sellers have agreed to such provisions in the Mortgage Loan Purchase Agreement) until such time as
the related


 



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successor holders of the Trust Notes and the Companion Loan Holders have entered into a replacement servicing agreement
with respect to the Whole Loan or the Companion Notes are repurchased from their respective Other Securitization Trusts.


 


(b)          Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective
Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement,
except that the Repurchasing Seller shall hold and retain title to its original Repurchased Notes and any related endorsements
thereof.


 


(i)           Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this
Agreement by the Servicer and shall be applied to each related Note in accordance with the Co-Lender Agreement, subject to Section 3.29(b)(ii).
In the event that the Mortgaged Property becomes Foreclosed Property, payments or any other amounts received with respect to the
Whole Loan shall be collected and shall be applied to each Note in accordance with the Co-Lender Agreement and this Agreement,
subject to Section 3.29(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note
shall be held in trust by the Servicer for the benefit of the Repurchasing Seller and remitted (net of the Servicing Fees, Special
Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the
Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses, Property Protection Advances and any interest accrued
thereon at the Advance Rate that are allocable to or attributable to such Repurchased Note in accordance with the Co-Lender Agreement
and Section 3.29(b)(ii))) to the Repurchasing Seller or its designee by the Servicer on or before each Distribution
Date pursuant to instructions provided by the Repurchasing Seller and deposited and applied in accordance with this Agreement.


 


(ii)          In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate
amount due under the Whole Loan at any particular time, the Repurchasing Seller shall be entitled to receive from the Servicer
an amount equal to the Repurchasing Seller’s allocable share of such payment as determined in accordance with the Co-Lender
Agreement and this Section 3.29(b)(ii). All expenses, losses and shortfalls including, without limitation, losses of
principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees,
Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses relating
to the servicing and administration of the Whole Loan will be allocated to the holders of the Notes in accordance with the Co-Lender
Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have
been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including
any such fees related to the related Notes) and other Trust Fund Expenses that are allocated to the Repurchased Notes shall be
borne by the applicable Repurchasing Seller and shall reduce the amount of collections in respect of the Repurchased Notes that
are distributable to the Repurchasing Seller.


 






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(iii)         For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement,
the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent
with the terms of this Agreement. The Repurchasing Seller shall not be permitted to terminate the Servicer or Special Servicer
as servicer or special servicer of the related Repurchased Note. All rights of the Lender under the Whole Loan will be exercised
by the Servicer or Special Servicer on behalf of the Repurchasing Seller and the Companion Loan Holders to the extent of their
respective interest therein (as a collective whole) in accordance with this Agreement, taking into account the interests of each
of the holders of the Notes and the subordination of the Trust B Notes to the A Notes. None of the Trustee, the Certificate
Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance with respect
to Repurchased Notes.


 


(iv)         Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and
disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer,
Special Servicer, and CREFC® with respect to the related Repurchased Note as provided in this Agreement. The Servicer,
Certificate Administrator, and the Special Servicer shall have no reporting requirement with respect to the related Repurchased
Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification,
shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise
have under the terms of this Agreement.


 


(c)          If any Note is considered a Specially Serviced Whole Loan, then each Note shall be a Specially Serviced Whole Loan under
this Agreement. The Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the
Repurchasing Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special
Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement.


 


(d)          If (A) the Servicer shall pay any amount to the Repurchasing Seller pursuant hereto in the belief or expectation that
a related payment has been made or will be received or collected and (B) such related payment is not received or collected
by the Servicer, then the Repurchasing Seller will promptly on demand by the Servicer return such amount to the Servicer. If the
Servicer determines at any time that any amount received or collected by the Servicer in respect of the Whole Loan must be returned
to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision
of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Repurchasing Seller, and the Repurchasing
Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination of this Agreement, any portion
thereof that the Servicer may have distributed to the Repurchasing Seller, together with interest thereon at such rate, if any,
as the Servicer may pay to the Borrower or such other Person or entity with respect thereto.


 


(e)          Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased
Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding
the


 



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Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding
sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents,
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 Borrower on or any guarantor of
the Whole Loan without the consent of the Repurchasing Seller, subject, however, to Section 3.24.


 


(f)           In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be
subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this
Agreement or the Co-Lender Agreement; and shall only be liable to the Repurchasing Seller to the same extent as set forth herein
as it is liable to the Trust.


 


(g)          If the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole
Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a
Nonrecoverable Advance, the Repurchasing Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the
Special Servicer, as applicable, in an amount equal to its allocable share of such Nonrecoverable Advance and accrued interest
thereon at the Advance Rate as determined in accordance with Section 2(b) of the Co-Lender Agreement and Section 3.29(b)(ii).


 


(h)          The Repurchasing 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 and shall provide notice to each
of the parties hereto.


 


(i)           The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with Accepted Servicing Practices to execute and deliver, on behalf of the Repurchasing Seller as a
holder of the related Repurchased Note, any and all documents and instruments necessary to maintain the lien created by the Mortgage
or other security document related to the Whole Loan on the Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the 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 Mortgaged Property all in accordance with, and subject to, the terms of this Agreement. The Repurchasing Seller agrees
to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents necessary
or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the Whole Loan; provided, however, that the Repurchasing Seller shall not
be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to,
or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided
that the Servicer or the Special Servicer, without the written consent of the Repurchasing Seller, shall not initiate any action
in the name of the Repurchasing Seller


 



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without indicating its representative capacity that actually causes the Repurchasing Seller
to be registered to do business in any state.


 


(j)           The Repurchasing Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related
to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt 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 Mortgaged Property
or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available
at law or equity with respect to the related Repurchased Note.


 


The rights granted to
the Repurchasing Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification
in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities
granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29
shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer
rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.


 


4.             DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1.         Distributions. (a)  On each Distribution Date, to the extent of Non-RR Interest Available Funds, amounts
held in the Distribution Account shall be withdrawn and distributed by the Certificate Administrator in the following amounts:


 


first, to the
Class A and Class X Certificates, on a pro rata basis, based on the Interest Distribution Amounts for each such
Class and such Distribution Date, in an amount up to such Interest Distribution Amount for such Class and such Distribution Date;


 


second, to the
Class A Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance
of such Class is reduced to zero;


 


third, to the
Class A Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to such Class
pursuant to Section 4.1(h) and not reimbursed on prior Distribution Dates;


 


fourth, to the
Class B Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth, to the
Class B Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


sixth, to the
Class B Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to such Class pursuant
to Section 4.1(h) and not reimbursed on prior Distribution Dates;


 






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seventh, to the
Class C Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth, to the
Class C Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


ninth, to the
Class C Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to such Class
pursuant to Section 4.1(h) and not reimbursed on prior Distribution Dates;


 


tenth, to the
Class D Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh, to the
Class D Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


twelfth, to the
Class D Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to such Class
pursuant to Section 4.1(h) and not reimbursed on prior Distribution Dates;


 


thirteenth, to
the Class E Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fourteenth, to
the Class E Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


fifteenth, to
the Class E Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to such
Class and not reimbursed on prior Distribution Dates; and


 


sixteenth, when
the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full of all
unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In no event will any
Class of Sequential Pay Certificates receive distributions in reduction of its Certificate Balance that in the aggregate exceed
the original Certificate Balance of such Class.


 


(b)          On each Distribution Date, the Certificate Administrator is required to apply amounts on deposit in the Upper-Tier Distribution
Account, to the extent of the RR Interest Available Funds in the following order of priority:


 






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(i)           first, to the RR Interest, in respect of interest, up to an amount equal to the RR Interest Interest Distribution
Amount for such Distribution Date;


 


(ii)          second, to the RR Interest, in reduction of the Certificate Balance of the RR Interest, up to an amount equal to
the RR Interest Principal Distribution Amount for such Distribution Date, until the Certificate Balance has been reduced to zero;


 


(iii)         third, to the RR Interest, up to an amount equal to the unreimbursed RR Interest Realized Losses previously allocated
to the RR Interest pursuant to Section 4.1(h) and not reimbursed prior to such Distribution Date; and


 


(iv)         fourth, when the Certificate Balance of the RR Interest has been reduced to zero and after payment in full of all
unpaid expenses of the Trust, to the Class R Certificates, any remaining amounts.


 


In no event will any
RR Interest receive distributions in reduction of its Certificate Balance, which in the aggregate exceeds the original Certificate
Balance of such RR Interest. Furthermore, in no event will any reimbursement of RR Interest Realized Losses previously allocated
to a RR Interest constitute distributions of principal for any purpose or result in an additional reduction in the Certificate
Balance of a RR Interest.


 


(c)          On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive (A) distributions
in respect of principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of the
Applied Realized Loss Amounts actually distributable to its respective Related Certificates as provided in Section 4.1(a),
and (B) distributions with respect of reimbursement of Realized Losses in an amount equal to the reimbursement of Realized
Losses actually distributable to its respective Related Certificates, as provided in Section 4.1(h). On each Distribution
Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions in respect of interest in
an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of its Related Certificates and,
with respect to the Class LA Uncertificated Interest, the Interest Distribution Amount and Interest Shortfall Amount in respect
of the Class X Certificates to the extent actually distributable thereon as provided in Section 4.1(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 on each Distribution Date.


 


Amounts distributed pursuant
to Section 4.1(a) shall be deemed to be withdrawn from the Lower Tier Distribution Account and distributed to the Upper-Tier
REMIC in respect of the Uncertificated Lower-Tier Interests, for deposit into the Upper-Tier Distribution Account, and to the Class
R Certificates in respect of the Class LT-R Interest in accordance with Section 4.1(b) (to the extent of the Non-RR
Interest Available Funds), and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall be deemed to be withdrawn
from the Upper-Tier Distribution Account and distributed by the Certificate Administrator in accordance with Section 4.1(a).
To the extent of the RR Interest Available Funds, amounts distributed in accordance with Section 4.1(b) shall be deemed
to be withdrawn from the Lower Tier REMIC Distribution Account


 



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and distributed to the Upper Tier REMIC Distribution Account with
respect to the RR Interest in the amount of the RR Interest Available Funds, and immediately thereafter, amounts so distributed
to the Upper-Tier REMIC shall be deemed to be withdrawn from the Upper-Tier Distribution Account and distributed by the Certificate
Administrator in accordance with Section 4.1(b).


 


As of any date, the principal
balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect
to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the Introductory Statement hereto.


 


Any amount that remains
in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and any
Yield Maintenance Default Premium distributed pursuant to Section 4.3 shall be distributed to the Holders of the Class R
Certificates (in respect of the Class LT-R Interest, but only to the extent of the amount remaining in the Lower-Tier Distribution
Account, if any).


 


Distributions to the
Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to the Class
R Certificate holders (in respect of the Class UT-R Interest) and to other Certificateholders from the Upper-Tier Distribution
Account on each Distribution Date shall be made by the Certificate Administrator to each Certificateholder of record on the related
Record Date (other than as provided in Section 10.1 in respect of the final distribution), by wire transfer in immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register (in the case of the Certificateholders)
or such address as has been provided to the Certificate Administrator in writing if wiring instructions have not been received
at least five (5) Business Days prior to the Distribution Date.


 


(d)          All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall
be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests.
Such distributions shall be made on each Distribution Date (after withdrawing any amounts deposited in the Distribution Account
in error to the extent funds are available for such purpose) to each Certificateholder of record on the related Record Date by
wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor, provided that the Certificate Administrator has received appropriate
wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register
(or, with respect to the RR Interest, the registry of ownership) if wiring instructions have not been received at least five (5)
Business Days prior to the Distribution Date. The final distribution on each Certificate and RR Interest shall be made in like
manner, but, with respect to the Certificates, only upon presentment and surrender of such Certificate at the location specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


(e)          The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate
Administrator that the final distribution with


 



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respect to any Class of Certificates or RR Interest is expected to be made, post
a notice on the Certificate Administrator’s Website pursuant to Section 8.15(b) and mail to each Holder of such
Class of Certificates on such date to the effect that:


 


(i)           the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates or RR Interest shall be made on such Distribution Date, but, with respect to the Certificates,
only upon presentation and surrender of such Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)          if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after
the end of the Certificate Interest Accrual Period related to such Distribution Date.


 


(f)           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 in trust for the benefit
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.1
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 to receive the final distribution with respect thereto. If within one (1) year after the second notice not all of
such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All
such amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year
period following such second notice, notwithstanding any termination of the Trust Fund. If within two (2) years after the second
notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall, to the extent
permitted by escheatment law, hold all amounts distributable to the Holders thereof for the benefit of such Holders until the earlier
of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund, at which time such amounts shall be distributed to the Depositor.
No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or 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 4.1(f). Any such amounts transferred to the Certificate Administrator shall not be invested.


 


(g)          The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so
long as the Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty
to recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a)
and, in the absence of manifest error in such information, may conclusively rely upon it.


 






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(h)          On each Distribution Date, Non-RR Interest Realized Losses with respect to the Mortgage Loan shall be allocated to each
Class of Sequential Pay Certificates in the following order:


 


first, to the
Class E Certificates;


 


second, to the
Class D Certificates;


 


third, to the
Class C Certificates;


 


fourth, to the
Class B Certificates; and


 


fifth, to the
Class A Certificates;


 


in each case until the Certificate Balance
of each such Class has been reduced to zero.


 


The Notional Amount of
the Class X Certificates will be reduced by the amount of aggregate amount of any Non-RR Interest Realized Losses allocated to
the Class A and Class B Certificates.


 


On each Distribution
Date, RR Interest Realized Losses with respect to the Mortgage Loan shall be allocated to the RR Interest to reduce the Certificate
Balance of the RR Interest until its Certificate Balance has been reduced to zero.


 


4.2.         Withholding Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply
with all federal withholding requirements with respect to payments to Certificateholders and other payees that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for any such withholding and such Certificateholders shall furnish any information as may be required for the Certificate Administrator
to comply with any withholding requirements, and each Certificateholder shall be deemed by the acceptance of its Certificate to
agree to provide the Certificate Administrator information relating to such Certificateholder solely to the extent necessary for
the Certificate Administrator to determine any required withholding amounts. In the event the Certificate Administrator withholds
any amount from interest payments or advances thereof or other amounts to any Certificateholder or payee pursuant to federal withholding
requirements, amounts so withheld shall be treated as having been entirely distributed to such Certificateholder or payee, and
the Certificate Administrator shall indicate the amount withheld to such Certificateholder or payee through a report.


 


4.3.         Allocation and Distribution of Yield Maintenance Premiums. (a)(i) On any Distribution Date, the Non-Risk Retained
Percentage of any Yield Maintenance Premium, if any, collected by the Servicer and allocated to the Mortgage Loan during the related
Collection Period shall be remitted from the Servicer on the Remittance Date to the Certificate Administrator and shall be distributed
by the Certificate Administrator to the holders of each Class of Sequential Pay Certificates, pro rata, in an amount equal
to the product of (A) a fraction whose numerator is the amount of principal distributed to such Class of Sequential Pay Certificates
on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Sequential Pay Certificates
on such Distribution Date and (B) the Non-Risk Retained Percentage of any Yield


 



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Maintenance Premium collected by the Servicer and
allocated to the Mortgage Loan during the related Collection Period.


 


(ii) On any Distribution
Date, the Required Risk Retained Percentage of any Yield Maintenance Premium, collected by the Servicer and allocated to the Mortgage
Loan during the related Collection Period will be required to be distributed by the Certificate Administrator to the RR Interest
Owners, pro rata, in accordance with their respective Certificate Balances.


 


(b)          All Yield Maintenance Default Premiums distributable pursuant to clause (a) of this Section 4.3 shall first
be deemed to have been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the related Uncertificated Lower-Tier
Interest (whether or not the Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest has been reduced to zero).


 


4.4.         Statements to Certificateholders. (a)  On each Distribution Date, based on information provided by the
Servicer or the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available pursuant to Section 8.15(b)
to any Privileged Person (including a Privileged Person who provides the Certificate Administrator with an Investor Certification
substantially in the form of Exhibit K-2 hereto) and shall deliver to the Initial Purchasers, a statement, based upon
information provided by the Servicer or the Special Servicer, as applicable, in respect of the distributions made on such Distribution
Date (a “Distribution Date Statement”) setting forth:


 


(i)           for each Class of Regular Certificates (1) the amount of the distributions made on such Distribution Date allocable to interest
at the Pass-Through Rate or the RR Interest Rate, as applicable, and/or the amount allocable to principal (separately identifying
the amount of any principal payments (specifying the source of such payments)), (2) the amount of any Yield Maintenance Premiums
collected on the Mortgage Loan allocable to each Class of Certificates and (3) the amount of interest paid on Advances from Default
Interest and allocable to such Class or RR Interest;


 


(ii)          if the amount of the distribution to the Holders of any Class of Certificates is less than the full amount that would have
been distributable to such Holders if there had been sufficient RR Interest Available Funds or Non-RR Interest Available Funds,
as applicable, the amount of the shortfall allocable to such Class or RR Interest, respectively, stating separately the amounts
allocable to principal and interest;


 


(iii)         the amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)         the Certificate Balance of each Class of Regular Certificates (other than the Class R Certificates) after giving effect
to any distribution in reduction of the Certificate Balance on such Distribution Date and the allocation of Non-RR Interest Realized
Losses and RR Interest Realized Losses, as applicable on such Distribution Date;


 


(v)          the principal balance of the Mortgage Loan, the principal balance of each Note and the Certificate Balance of each Class
of Certificates as of the end of the Collection Period for such Distribution Date and the amount of Non-RR Interest Realized Losses
or RR Interest Realized Losses, as applicable, allocated to each Class;


 






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(vi)         the aggregate amount of Unscheduled Payments (and the source of such payments) made with respect to the Whole Loan during
the related Collection Period, and the aggregate amount of such payments allocable to the Mortgage Loan;


 


(vii)        identification of any Mortgage Loan Event of Default, any Special Servicing Loan Event, any Servicer Termination Event or
any Special Servicer Termination Event under this Agreement that in any case has been declared as of the close of business on the
second Business Day prior to the end of the immediately preceding calendar month;


 


(viii)       the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with
respect to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained
by the Servicer or the Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator Fee (including the portion
that is the Trustee Fee), the Special Servicing Fee and the CREFC® Intellectual Property Royalty License Fee with
respect to such Distribution Date;


 


(ix)          the number of days the Borrower is delinquent in the event that the Borrower is delinquent at least thirty (30) days and
the date upon which any foreclosure proceedings have been commenced;


 


(x)           whether the Mortgaged Property, as of the close of business on the Payment Date preceding such Distribution Date had become
a Foreclosed Property, together with an identification of same;


 


(xi)          information with respect to any declared bankruptcy of the Borrower or any other Loan Party;


 


(xii)         as to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of
such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


 


(xiii)        a list of conveyances or transfers of any portion of the Mortgaged Property by the Borrower reported to the Certificate
Administrator to the extent not already reported on the CREFC® Reports provided by the Servicer and posted on the
Certificate Administrator’s Website;


 


(xiv)        the aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)         the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


 


(xvi)        any Appraisal Reduction Amount and any Trust Appraisal Reduction Amount;


 



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(xvii)       the amount of Default Interest, if any, and late payment charges, if any, paid by the Loan Parties during the related Collection
Period;


 


(xviii)      an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with
respect to the related Distribution Date;


 


(xix)         the aggregate amount of any unanticipated expenses of the Trust reimbursable or payable by the Borrower under the Loan Agreement;


 


(xx)          the amount of the Yield Maintenance Premium, if any, collected in respect of the Mortgage Loan during the related Collection
Period and distributed on such Distribution Date to the Certificateholders or the Companion Loan Holders; and


 


(xxi)        the Note Rates and Net Trust Note Rates for the related Whole Loan Interest Accrual Period.


 


The Depositor, the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting requirements of the Distribution
Date Statement without Certificateholder approval.


 


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 upon written request to the Certificate Administrator, a statement containing the
information set forth in clauses (i) and (ii) above as to the applicable Class or RR Interest, aggregated for
such calendar year or applicable portion of such year during which such Person was a Certificateholder, together with such other
information required by applicable laws as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or beneficial owner of a Certificate reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar
year or as otherwise required by law. 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.


 


The Certificate Administrator
will be entitled to rely on all information provided to it by the Servicer or the Special Servicer without independent verification.
The Servicer, the Special Servicer, the Trustee and the Certificate Administrator will be entitled, to the extent consistent with
Accepted Servicing Practices, to rely on information supplied by the Whole Loan Borrower without independent verification.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices
under the “Special Notices” tab and the “U.S. Risk Retention Special Notices” tab on the Certificate Administrator’s
Website, and each Certificateholder and Beneficial Owner may register to receive email notifications when such notices are posted
on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement from the requesting
Certificateholders for the reasonable expenses of posting notices of such requests.


 






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(b)          The Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons (including for
this purpose a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially in the
form of Exhibit K-2 hereto) on each Distribution Date pursuant to Section 8.15(b). The Certificate Administrator’s
obligation to provide such information shall be contingent on the Certificate Administrator’s receipt of such information
from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to conclusively rely
on such information provided to it by the Servicer or the Special Servicer without independent verification. To the extent that
the information required to be furnished by the Servicer is based on information required to be provided by the Loan Parties or
the Special Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent
on its receipt of such information from the Loan Parties or the Special Servicer, as applicable. To the extent that information
required to be furnished by the Special Servicer is based on information required to be provided by the Loan Parties, the Special
Servicer’s obligation to furnish such information shall be contingent upon receipt of its receipt of such information from
the Loan Parties. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to conclusively
rely on information supplied by the Loan Parties without independent verification.


 


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section 8.15(b)
reports or analyses of net operating income from the Mortgaged Property. Such net operating income reports or analyses shall be
prepared pursuant to Section 3.18 by the Servicer in CREFC® format based on the quarterly, annual and
periodic statements and rent rolls with respect to the Mortgaged Property obtained by the Servicer from the Loan Parties or the
Special Servicer.


 


If so authorized by the
Depositor, the Certificate Administrator may make available on its Internet website to any Privileged Person certain other information
with respect to the Mortgage Loan (subject to the limitations of Section 3.18).


 


In addition, the Certificate
Administrator shall make available on its website such information as set forth in Section 8.15(b).


 


     4.5.   Investor
Q&A Forum; Investor Registry and Rating Agency Q&A Forum.  (a)  The Certificate Administrator
shall make available, only to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate
Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto), 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 who provide the Certificate Administrator with an Investor
Certification substantially in the form of Exhibit K-1 may submit inquiries to (a) the Certificate Administrator relating
to the Distribution Date Statement, (b) the Servicer or the Special Servicer, as applicable, relating to the reports being made
available pursuant to Section 8.15(b)(ii)(B), the Mortgage Loan, the Companion Loans or the Mortgaged Property (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 Servicer
or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the appropriate Person (as identified to the
Certificate Administrator by the Servicer or the Special Servicer, as applicable) in each case via electronic


 



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mail within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator,
the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Servicer or the Special Servicer, as applicable, shall be by email to the Certificate Administrator.
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 Servicer or the Special Servicer, as applicable, 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 Loan Documents
or this Agreement, (iv) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client privilege
or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or would result
in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer,
as applicable, (vi) answering any Inquiry would result in the disclosure of communications between the Directing Certificateholder
and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged Information or (viii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the
case of the Servicer or the Special Servicer, shall promptly notify the Certificate Administrator of such determination. 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 Trust and Servicing Agreement provides that the Certificate Administrator, the Servicer or the Special Servicer
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 Trust 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 Loan
Documents, (iv) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client privilege
or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer, or the Special Servicer, as
applicable, (vi) answering any Inquiry would result in the disclosure of communications between the Directing Certificateholder
and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged Information or (viii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, no inference should be drawn from the fact that the Certificate
Administrator, the Servicer and/or the Special Servicer 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
Initial Purchasers or any of their respective Affiliates. None of the Initial Purchasers, the Depositor, the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator 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. No party
shall post or otherwise disclose direct


 



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communications with the Directing Certificateholder as part of its response to any Inquiries;
provided, that the Certificate Administrator shall have no obligation to review any inquiry or answer received by it for
posting to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct communication with the Directing
Certificateholder, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the same, and
the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of any Inquiry
or answer containing such direct communication. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require
acceptance of an additional waiver and disclaimer for access to the Investor Q&A Forum. No party to this Agreement shall be
permitted to disclose information that it has knowledge constitutes Privileged Information in the Investor Q&A Forum.


 


(b)          The Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner or RR Interest Owner
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Beneficial Owners may register and thereafter obtain contact information for any other Certificateholder
or Beneficial Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it is a
Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact
information available on the Investor Registry for at least 45 days from the date of such certification to Persons entitled to
access 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 fields such as address, phone, and Class(es) of Certificates
owned. If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the
Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove
it from the Investor Registry. The Certificate Administrator 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)          Certain information concerning the Whole Loan, the Certificates and RR Interest, including the Distribution Date Statements,
the Offering Circular, this Agreement, CREFC® Reports and supplemental notices, shall be provided by the Certificate
Administrator to certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator
from such Person of a certification substantially in the form of Exhibit O hereto, which certification may be submitted
electronically via the Certificate Administrator’s Website. The Depositor hereby consents to the provision of such information
to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com,
Inc., Moody’s Analytics, Inc., MBS Data, LLC, RealInsight, Thompson Reuters, Markit Group Limited and KBRA Analytics, LLC,
and the provision of such information shall not constitute a breach of this Agreement by the Certificate Administrator.


 


(d)          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 


 



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Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating to the
Distribution Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the
reports prepared by such parties, (iii) submit requests for information about the Mortgage Loan, the Whole Loan or the Mortgaged
Property (each such submission identified in sub-clauses (i), (ii) and (iii) hereof, a “Rating
Agency Inquiry”) or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together
with the responses thereto. Upon receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate Person, 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 Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating
Agency Inquiry as provided below, shall reply by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall
post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry and the related
response (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator,
the 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, Accepted Servicing Practices, this Agreement, the Loan Documents or the Co-Lender Agreement,
(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 of, any counsel engaged by the Certificate Administrator, the Servicer or the
Special Servicer, as applicable, 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 Servicer or the Special Servicer, as
applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines in accordance
with the Accepted Servicing Practices (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,
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 answer any such Rating Agency
Inquiry. 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 Initial Purchasers, 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.


 






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5.             THE CERTIFICATES AND RR INTEREST


 


5.1.         The Certificates.


 


(a)          The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-8
hereto, 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.


 


(b)          The Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof. If the Initial Certificate Balance of any Class of Sequential Pay Certificates does not
equal an integral multiple of $1,000, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized Initial Certificate Balance that includes the excess of (i) the Initial Certificate Balance of such Class over
(ii) the largest integral multiple of $1,000 that does not exceed such amount. The Class X Certificates shall be issued, maintained
and transferred only in minimum denominations of authorized initial notional amount of not less than $1,000,000 and in integral
multiples of $1 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. The RR Interest shall be
issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof; provided, however, that at all times
during the Risk Retention Period, the RR Interest shall be issued only as two Definitive Certificates collectively representing
100% of the RR Interest.


 


(c)          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.


 


(d)          During the Risk Retention Period, the RR Interest shall only be held as a Definitive Certificate in the RR Interest Safekeeping
Account by the Certificate Administrator (and the Holder of the RR Interest shall be registered on the Certificate Register), unless
otherwise consented to by the Retaining Sponsor. During the Risk Retention Period, the Certificate Administrator shall hold the
RR Interest in safekeeping and shall release the same only upon receipt of written instructions in accordance with Section 5.1(e),
and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with
this Agreement. After the release of any RR Interest, the Certificate Administrator shall have no liability with respect to the
safekeeping of such released RR Interest. The Certificate Administrator shall be indemnified and held harmless for any release
in connection with the preceding.


 






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There shall be, and hereby
is, established by the Certificate Administrator an account which will be designated the “RR Interest Safekeeping Account”
and in which the RR Interest 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 RR Interest Safekeeping Account for
the Holder of the RR Interest. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related
Certificate. The RR Interest 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 RR Interest shall be remitted to the RR Interest Safekeeping Account, but
shall be remitted directly to the Holder of the RR Interest in accordance with written instructions provided separately by the
Holder of the RR Interest to the Certificate Registrar on the Closing Date. Under no circumstances by virtue of safekeeping the
RR Interest shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings against any Person
on behalf of the Holder of the RR Interest or (ii) have any obligation to monitor, supervise or enforce the performance of any
party under the Credit Risk Retention Agreement. The Certificate Administrator shall be entitled to conclusively rely with no obligation
to verify, confirm or otherwise monitor the accuracy of any information included in any written instructions provided in connection
with this RR Interest Safekeeping Account and shall have no liability in connection therewith, other than with respect to the Certificate
Administrator’s obligation to obtain the Retaining Sponsor’s consent prior to any release. During the Risk Retention
Period and for such time as the Holder of the RR Interest may request, the Certificate Administrator shall hold the Definitive
Certificate representing the RR Interest at the below location, or any other location; provided the Certificate Administrator
has given notice to the Holder of the RR Interest of such new location:


 


Computershare Trust Company, National
Association

Attn: Security Control and Transfer (SCAT)

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414


 


On the Closing Date,
and upon completion of each transfer of the RR Interest during the Risk Retention Period, the Certificate Administrator shall deliver
written confirmation to the Depositor, the Retaining Sponsor and the holder of the RR Interest substantially in the form of Exhibit N
to this Agreement evidencing its receipt of the RR Interest.


 


The Certificate Administrator
shall make available to the Holder of the RR Interest its respective account information as mutually agreed upon by the Certificate
Administrator and the Holder of the RR Interest, and in accordance with the Certificate Administrator’s policies and procedures.
Any transfer of the RR Interest shall be subject to Article 5 of this Agreement.


 


(e)          In the event the Holder of the RR Interest seeks to cause the release of the RR Interest from the RR Interest Safekeeping
Account, the Holder of the RR Interest shall deliver contemporaneously to the Retaining Sponsor and the Certificate Administrator
(i) a written request for such release executed by the Holder of the RR Interest and (ii) a written request for the Retaining Sponsor’s
consent to such release substantially in the form attached hereto as Exhibit J-6 (to be countersigned by the Retaining
Sponsor and delivered by the Retaining Sponsor to the Certificate Administrator). The Certificate Administrator may not consent
to, or otherwise permit, any such release without its receipt of the Retaining Sponsor’s countersigned request for consent.


 



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The Certificate Administrator shall be indemnified and held harmless for anything related to such request for release or release
in connection with this Section 5.1(e), in accordance with the terms set forth in Section 8.3.


 


5.2.         Form and Registration. (a)  Each Class of the Certificates (other than the RR Interest and the Class R
Certificates) sold to institutions that are non-U.S. Securities Persons in “offshore transactions” (as defined in Rule 902(h)
of Regulation S) in reliance on Regulation S shall initially be represented by a temporary global 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 Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the 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 the Euroclear
System (“Euroclear”) and/or Clearstream Banking, société anonyme (“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 Global Certificate may be held only
through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation
S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (each, a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Global 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 Global Certificate shall not be made to the holders of such beneficial
interests unless an exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld
or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global 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 Global Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)          Except as otherwise set forth in this Agreement, Certificates of each Class (other than the RR Interest during the Risk
Retention Period) offered and sold to QIBs in reliance on Rule 144A under the Act (“Rule 144A”) (other
than Class R Certificates) shall be represented by a single, global certificate in definitive, fully registered form without interest
coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate”
and, collectively with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global
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 Global Certificate may from time to time be increased or decreased by


 



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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 Rule 144A Global Certificates.


 


(c)          Certificates of each Class (other than the Class R Certificates) that are offered and sold to investors that are Institutional
Accredited Investors that are not QIBs and the RR Interest (during the Risk Retention Period) (the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, issued 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; provided, that prior to any such transfer of a Non-Book
Entry Certificate, the investor executes and delivers to the Certificate Registrar an Investment Representation Letter.


 


(d)          Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of
Definitive 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 Global Certificates of such
Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate a qualified successor
within 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 Definitive Certificates be issued to beneficial owners of a Temporary Regulation
S Global 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 Global Certificates and upon surrender by the Depository of
any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, 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 Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate),
and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under
this Agreement.


 


(e)          If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a QIB, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person”
(as that term is defined in Rule 902(k) of Regulation S) that is an Institutional Accredited Investor but not a QIB, then the transferee
shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry
Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall
not register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement
applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a
Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule
affixed to the related Global Certificate (or on a continuation of such


 



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schedule affixed to such Global Certificate and made a
part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such
Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


5.3.         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 represented by a Temporary Regulation S
Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange
and registration of transfer, (ii) holding the RR Interest as Definitive Certificates on behalf of each Holder of such Class pursuant
to Section 5.2(e) and (iii) transmitting to the Depositor, the Servicer and the Special Servicer any notices from
the Certificateholders.


 


(b)          Subject to the restrictions on transfer set forth in this Article 5, 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of
a beneficial interest in a Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the
Depository wishes at any time to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary
Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a
Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global
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 Global Certificate. Upon
receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7, 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 Global
Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 C 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 Global 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 Global Certificate and to increase, or cause to be increased, the
Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the
beneficial interest in the Rule 144A Global 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


 



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Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being exchanged or transferred.


 


(d)          Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or
to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form
of an interest in a Regulation S Global 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 Global Certificate. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.7, 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 Global Certificate in an amount equal to the beneficial interest
in the Rule 144A Global 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 D 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 Global Certificates and pursuant
to and in accordance with Regulation S, (B) that the Certificate being transferred is not a “restricted security”
as defined in Rule 144 under the Act or (C) that the transferee is otherwise entitled to hold its interest in the applicable
Certificates in the form of an interest in the Regulation S Global 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 Global Certificate and to increase, or cause to be increased, the Certificate Balance
of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
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 Global Certificate that is being exchanged or transferred.


 


(e)          Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited
with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class,
or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person
who is required to take delivery thereof in the form of an interest in the Rule 144A Global 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


 



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in the Rule 144A Global Certificate of the same Class. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.7, 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 Global Certificate equal to the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global 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 Global 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 Global Certificate (but not the Regulation
S Global Certificate) for an interest in the Rule 144A Global Certificate, a certificate in the form of Exhibit E
hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary
Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate
is a QIB 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 Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance
of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global 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 Temporary Regulation S Global Certificate or Regulation S Global Certificate
that is being transferred.


 


(f)           Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S
Global 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 F hereto from the holder of a beneficial interest in
such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Global 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 Global Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests
in the Regulation S Global 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 Global Certificate. Upon any exchange of interests in the Temporary Regulation S
Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged
and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented


 



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thereby.
Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate
and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than (i) a
RR Interest during the Risk Retention Period or (ii) a Class R Certificate) wishes at any time to exchange its interest in
such Non-Book Entry Certificate for an interest in a Global 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 Global 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 Global Certificate of
the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7, 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 Global 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 G hereto (in the event that the applicable Global Certificate is the Temporary Regulation S
Global Certificate), in the form of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation
S Global Certificate) or in the form of Exhibit I hereto (in the event that the applicable Global Certificate is the
Rule 144A Global 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 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 Global 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 Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry
Certificate so canceled.


 


(h)          Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global
Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry
Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively
rely upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit P
to this Agreement and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar
to the effect that such transfer shall be made without registration under the Act, together with the written certification(s) as
to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee
on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities
as such).


 






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(i)           Other Exchanges. In the event that a Global 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 clauses (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)           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 Global Certificate to U.S. persons (as defined in Regulation S) shall be limited
to transfers made pursuant to the provisions of clause (e) above.


 


(k)          [Reserved].


 


(l)           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.


 


(m)         No Class E or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that
is or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA Section 4975
of 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 Section 406 of ERISA or Section 4975 of the Code (“Similar
Law”) (each, a “Plan”), or (ii) any Person acting on behalf of any such Plan or using the assets of
a Plan to purchase such Certificate, other than, in the case of the Class E Certificates, an insurance company using assets of
its general account under circumstances, whereby such purchase and the subsequent holding of such Class E Certificates by such
insurance company will be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975
under Sections I and III of Prohibited Transaction Class Exemption 95-60, or, in the case of a plan subject to Similar Law, where
the acquisition, holding and disposition of such Certificate will not constitute or result in a non-exempt violation under Similar
Law. Each prospective transferee of a Class E or Class R Certificate in the form of a Definitive Certificate shall deliver to the
transferor, the Certificate Registrar and the Certificate Administrator a representation letter, substantially in the form of Exhibit J-3,
stating that the prospective transferee is not a Person described in clause (i) or (ii) of the preceding sentence.
Each transferee of a Class E or Class R Certificate in the form of a Global Certificate will be deemed to have made the representation
that it is not a Person described in clause (i) or (ii) of the second preceding sentence. No Class A,
Class X, Class B, Class C or Class D 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 or using the assets of a Plan to purchase such
Certificate, unless (A) the purchaser is an “accredited investor” within the meaning of Rule 501(a)(1) of
Regulation D of the Act and (B) the acquisition, holding and disposition of such Certificate by the purchaser will not
constitute or otherwise result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or a non-exempt
violation of Similar Law). 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.


 






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(n)          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 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
of a Residual Ownership Interest 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 J-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 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. 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,
(6) it is a QIB purchasing for its own account, or a person purchasing for the account of another QIB, and (7) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.3(n) 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 J-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 the Transferee Affidavit are false.


 






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(iii)         Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no transfer to such proposed transferee shall be effected and such proposed transfer shall not be registered on the Certificate
Register; provided, however, 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 60 days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS 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, such Persons shall in no
event be excused from furnishing such information.


 


(iv)         The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(v)          During the Risk Retention Period, if a transfer of any of the RR Interest is to be made, then the Certificate Registrar
shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) each of the following,
sent to the address provided in Section 5.1(d) (A) a letter from the holder of the RR Interest instructing the Certificate
Registrar of its intentions to release the RR Interest from the RR Interest Safekeeping Account and to transfer such RR Interest,
(B) a certification from such Certificateholder’s prospective transferee substantially in the form attached hereto as Exhibit J-4,
which certification must be countersigned by the Retaining Sponsor (C) a certification from the Certificateholder desiring to effect
such transfer substantially in the form attached hereto as Exhibit J-5, which such certification must be countersigned
by the Retaining Sponsor, (D) a W-9 completed by the transferee and (E) wire instructions and contact information of the transferee.
Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.1(d) and Section 5.3,
facilitate the transfer of the RR Interest in the name of the prospective transferee and shall deliver written confirmation of
such transfer and the safekeeping of such RR Interest. For the avoidance of doubt, in no event shall the RR Interest be held as
a Global Certificate, during the Risk Retention Period. At all times after the Risk Retention Period, the RR Interest may be transferred
subject to the restrictions on transfer set forth in this Section 5.3 and upon the Certificate Registrar’s receipt
of (A) a certification from the Holder of the RR Interest’s prospective transferee substantially in the form attached hereto
as Exhibit J-4, which such certification must be countersigned by the Retaining Sponsor and (B) a certification
from the Holder of the RR Interest substantially in the form attached hereto as Exhibit J-5, which such certification
must be countersigned by the Retaining Sponsor. Any attempted or


 



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purported transfer in violation of this Section 5.3
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.


 


(o)          No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer,
sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable
state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the
Servicer, the Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register
or qualify the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement
to permit the transfer of such Certificates without registration or qualification.


 


(p)          Each purchaser that is or is acting on behalf of or using the assets of a Plan subject to Section 406 of ERISA or Section
4975 of the Code (an “ERISA Plan”) will be deemed to have represented and warranted that (i) none of the Depositor,
the Mortgage Loan Sellers, the Trust, the Trustee, the Initial Purchasers, any servicer, the Certificate Administrator, 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 (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.


 


5.4.         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 Fund. In connection with the issuance of
any new Certificate under this Section 5.4, 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 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust Fund,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


5.5.         Persons Deemed Owners. The 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
neither the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor 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 by a Beneficial Owner (or


 



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prospective transferee of a Certificate), such party to this
Agreement shall distribute such report, statement or other information to such Beneficial Owner (or such prospective transferee).


 


   5.6.   Access
to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain in as
current a 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 (a) requests in writing from the Certificate Registrar
a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires to communicate with
other Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides a copy
of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10)
Business Days after the receipt of such request, afford such Certificateholder access during normal business hours to a current
list of the Certificateholders. In addition, upon written request to the Certificate Administrator by any Certificateholder that
has provided an Investor Certification, the Certificate Administrator shall promptly notify such Certificateholder the identity
of then-current Directing Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the
Certificate Registrar and the Certificate Administrator 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 such information was derived.
The Servicer, the Special Servicer, the Trustee and the Depositor shall be entitled to a list of the names and addresses of Certificateholders
from time to time upon request therefor and any reasonable costs associated therewith shall be a Trust Fund Expense.


 


Upon the written request
of any Certificateholder or Beneficial Owner that (a) has provided an Investor Certification, (b) states that such Certificateholder
or Beneficial Owner desires the Certificate Administrator to transmit a notice to all Certificateholders or Beneficial Owner stating
that such Certificateholder or Beneficial Owner wishes to be contacted by other Certificateholders or Beneficial Owners, setting
forth the relevant contact information and briefly stating the reason for the requested contact (a “Special Notice”)
and (c) provides a copy of the Special Notice which such Certificateholder or Beneficial Owner proposes to transmit, the Certificate
Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant to Section 8.15(b)
and shall mail such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register.
The costs and expenses of the Certificate Administrator associated with delivering any such Special Notice shall be borne by the
party requesting such Special Notice. Every Certificateholder and Beneficial Owner, by receiving and holding a Certificate, agrees
that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


5.7.        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 Computershare Trust Company, National Association, 600 South Fourth Street, 7th
Floor, Minneapolis, Minnesota 55415 as its office for such purposes. The Certificate Registrar shall give prompt written notice
to the Certificateholders


  



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and the Loan Parties of any change in the location of the Certificate Register or any such office or
agency.


 


6.              THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1.  
Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the
Special Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this
Agreement.


 


6.2.  
Merger or Consolidation of the Servicer, the Special Servicer or the Depositor. Each of the Servicer and the Special
Servicer 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.


 


Any Person into which
the Servicer, the Special Servicer or the Depositor may be merged or consolidated, or any Person resulting from any merger or consolidation
to which the Servicer, the Special Servicer or the Depositor, as applicable, shall be a party, or any Person or entity succeeding
to the business of the Servicer, the Special Servicer or the Depositor, as applicable, shall be the successor of the Servicer,
the Special Servicer or the Depositor, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities
and obligations of such Servicer, the Special Servicer or the Depositor, as applicable, 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, unless such successor or surviving Person is the Servicer, the Special Servicer or the Depositor, each of the Certificate
Administrator and the Trustee shall have received a Rating Agency Confirmation before any such surviving Person shall be deemed
to be the successor of the Servicer, the Special Servicer or the Depositor, as the case may be, hereunder.


 


6.3.  
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a)  Neither the
Depositor, the Servicer, the Special Servicer, nor any of their respective directors, officers, members, managers, partners, employees,
Affiliates or agents shall be under any liability to the Trust, the Certificateholders any Companion Loan Holder or the Directing
Certificateholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
actions taken or not taken at the direction of Certificateholders or any Companion Loan Holder in accordance with this Agreement,
or for errors in judgment that do not violate any law or Accepted Servicing Practices or the provisions of this Agreement or the
Co-Lender Agreement; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special
Servicer or any such other Person against any breach of its 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 its duties or by reason of
negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their
respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document
of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor,
the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents,
Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (“Controlling Persons”),


 



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shall be indemnified by the Trust and, to the extent provided in the Co-Lender
Agreement, the Companion Loan Holders (in accordance with the procedures set forth in Section 3.4(c)) and held harmless
against any loss, liability, claim, demand or expense (including reasonable legal fees and expenses (including in connection with
the enforcement of such indemnified party’s rights under this Agreement)) incurred in connection with any legal action or
other claims, losses, penalties, fines, foreclosures, judgments or liabilities relating to this Agreement, the Whole Loan, the
Mortgage Loan, the Co-Lender Agreement, the Mortgaged Property, the RR Interest or the Certificates (except as any such loss, liability
or expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence by it in the performance of its duties hereunder or by reason
of its negligent disregard of its obligations and duties hereunder. Neither the Depositor, the Servicer nor Special Servicer shall
be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor,
the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable
(in the case of the Servicer or Special Servicer, in accordance with Accepted Servicing Practices) in respect of this Agreement
and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust,
and the Depositor, the Servicer or the Special Servicer, as applicable, shall be entitled to be reimbursed therefor pursuant to
Section 3.4(c) from funds on deposit in the Collection Account or the Distribution Account. Subject to Section 6.6,
neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Certificates
or of the proceeds of such Certificates or for the use or application by the Trustee or Certificate Administrator of any funds
paid to the Trustee or the Certificate Administrator, as applicable, in respect of the Whole Loan deposited into or withdrawn from
the Distribution Account or any account (other than the Collection Account and the Foreclosed Property Account and any other account
maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by or on behalf of
the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special
Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special
Servicer in its commercial capacity). The indemnification provided hereunder shall survive the termination of this Agreement or
the termination or resignation of the Servicer or the Special Servicer.


 


(b)          In order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, are required
to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with
the Servicer or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special
Servicer, upon its respective request from time to time, such identifying information and documentation as may be available for
such party in order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


 


(c)          The Depositor shall not have rights or be obligated to monitor or supervise the performance of the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator under this Agreement.


 






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(d)          Subject to Sections 3.1, 6.6 and 8.5(b) and Accepted Servicing Practices, each of the Servicer and
the Special Servicer may consult with counsel, and any written advice of such counsel or Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel.


 


6.4.  
Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) Each of the Servicer
and Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person
or to an entity, provided that:


 


(i)           the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank
or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws
of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the
duties of the Servicer or the Special Servicer, as the case may be, of the Whole Loan, (B) shall execute and deliver to the
Trustee an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person
of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or
the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however
that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed
by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such
approval not to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer or the Special
Servicer, as the case may be, as provided in Section 2.5 or 2.6, as applicable, and (D) shall not be a Borrower
Affiliate;


 


(ii)          Rating Agency Confirmation has been received;


 


(iii)         the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)         the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified
herein; and


 


(v)          the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agency
for any expenses of such assignment, sale or transfer.


 


Upon satisfaction of the foregoing requirements
and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder.


 


(b)          Subject to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer
nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance
of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable


 



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law with
any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee, the Depositor, and, so long as no Consultation
Termination Event is continuing, the Directing Certificateholder. No resignation by the Servicer or the Special Servicer, as applicable,
under this Agreement shall become effective until the Trustee or a successor Servicer or Special Servicer, as applicable, shall
have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement
in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer and the Special Servicer
may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. In connection
with any such resignation, the successor special servicer shall either (i) prior to a Control Event, be appointed by the Directing
Certificateholder in accordance with Section 7.1; or (ii) after a Control Event, be appointed by the Trustee and otherwise
satisfy the requirements for a successor special servicer set forth in Section 6.4(a).


 


6.5.         Ethical Wall.


 


(a)          The Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure
that divisions and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer Investment
Personnel”) will not obtain Confidential Information from the division and individuals of the Servicer who are involved
in the performance of the duties of the Servicer hereunder (such divisions and individuals, “Servicer Servicing Personnel”)
and the Servicer Servicing Personnel will not obtain information regarding Investments from Servicer Investment Personnel. The
Servicer represents that policies and procedures restricting the flow of information exist, and shall be maintained by the Servicer,
between Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel, on the other, and that such policies
and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures
against the disclosure of Confidential Information from Servicer Servicing Personnel to Servicer Investment Personnel and (b) policies
and procedures against the disclosure of information regarding Investments from Servicer Investment Personnel to Servicer Servicing
Personnel. The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential Information in the
course of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment
Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who
have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that
information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision
by the Servicer of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(a).


 


(b)          The Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business,
to ensure that divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not obtain Confidential Information from the division and individuals of the Special
Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and individuals, “Special
Servicer Servicing Personnel”) and the Special Servicer Servicing Personnel will not obtain information regarding Investments
from Special Servicer Investment Personnel. The Special Servicer represents that policies and procedures


 



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restricting the flow of
information exist, and shall be maintained by the Special Servicer, between Special Servicer Investment Personnel, on the one hand,
and Special Servicer Servicing Personnel, on the other, and that such policies and procedures restricting the flow of information
operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information
from Special Servicer Servicing Personnel to Special Servicer Investment Personnel and (b) policies and procedures against
the disclosure of information regarding Investments from Special Servicer Investment Personnel to Special Servicer Servicing Personnel.
The senior management personnel of the Special Servicer and/or its Affiliate who have obtained Confidential Information in the
course of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment
Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who
have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that
information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision
by the Special Servicer of information or reports as required by this Agreement shall not constitute a violation or default of
this Section 6.5(b).


 


The Servicer and the
Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all non-confidential,
non-proprietary records, including those in electronic form, documentation, records or any other information regarding the Mortgage
Loan that are in its possession or control hereunder and access to its officers responsible therefor. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer and is not obligated to
supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.


 


6.6.         Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer
and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Trust that arise out of or are based upon (i) a breach by the Servicer, the Special Servicer or the Depositor,
as applicable, of its representations and warranties, as applicable, under this Agreement or (ii) negligence, bad faith or
willful misconduct on the part of the Servicer, the Special Servicer or the Depositor in the performance of such obligations or
its negligent disregard of its obligations and duties under this Agreement.


 


(b)          Each of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless each Companion
Loan Holder from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs and expenses that such Companion Loan Holder may sustain in connection with this Agreement
that arise out of or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct,
bad faith or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its obligations
and duties hereunder.


 






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7.             SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


7.1.                   Servicer
Termination Events; Special Servicer Termination Events. (a)  ”Servicer Termination Event,”
or “Special Servicer Termination Event” wherever used herein with respect to the Servicer or the Special
Servicer, as the case may be, 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:


 


(i)          any failure by the Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted
by it (other than Advances described under clause (ii) below) when required to be remitted under the terms of this
Agreement by 11:00 a.m., New York time, on the Business Day following the date on which such remittance was required to be
made;


 


(ii)         any failure of the Servicer (a) to make any Monthly Payment Advance required to be made pursuant to this Agreement
on or prior to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution
Date, (b) to make any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable
Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (c) to make any Property
Protection Advance required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for
ten (10) Business Days (or such shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent
payment of real estate taxes or ground rent) following the date on which the Servicer receives notice of such lapse or delinquency
or should have received such notice if it had been acting in accordance with Accepted Servicing Practices, or (d) to remit to the
Companion Loan Holders, as and when required by this Agreement or the Co-Lender Agreement, any amount required to be so remitted
which failure is not cured within two (2) Business Days following the date on which such remittance was required to be made;


 


(iii)        any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other
of its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure
shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been
given (x) to the Servicer or the Special Servicer, as applicable, by the Trustee or (y) to the Servicer or the Special
Servicer, as applicable, and the Trustee by the Holders of Sequential Pay Certificates and the RR Interest evidencing not less
than 25% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates and the RR Interest or (z) to
the Servicer or Special Servicer, as applicable, by the Companion Loan Holders, if affected; provided, however, that
with respect to any such failure that is not curable within such thirty (30) day period, the Servicer or the Special Servicer,
as applicable, 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 with an officer’s certificate certifying
that it has diligently pursued, and is continuing to diligently pursue, such cure;


 






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(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 Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; provided,
however, that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty
(60) day period, the Servicer or the Special Servicer, as applicable, will have an additional period of thirty (30) days to effect
such discharge, dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or
stayed within the initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal
or stay;


 


(v)         the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of
its property;


 


(vi)        the Servicer or the Special Servicer, as applicable, 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;


 


(vii)       Moody’s has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a ratings downgrade or
withdrawal (and, in the case of either of clause (A) or (B), such qualification, downgrade, withdrawal or “watch
status” placement shall not have been withdrawn by Moody’s within sixty (60) days), and, in the case of either
of clause (A) or (B), Moody’s cited servicing concerns with the Servicer or the Special Servicer, as the
case may be, as the sole or a material factor in such rating action;


 


(viii)      a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of
Companion Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing
concerns with the Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such
qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating
Agency within sixty (60) days of such event); and


 


(ix)         if and for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer
or the Special Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant retained by the
Servicer or Special Servicer (such entity, a “Sub-Servicing Entity”), other than an initial


 






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Sub-Servicer set
forth on Exhibit V, shall fail to deliver the items required to be delivered by such Sub-Servicing Entity to such Other
Securitization Trust pursuant to this Agreement at the times required pursuant to this Agreement (including any applicable grace
periods), which failure continues unremedied for a period of five Business Days, or, in the case of such failure by a Sub-Servicing
Entity, other than an initial Sub-Servicer set forth on Exhibit V, the failure of the Servicer or Special Servicer,
as applicable, to terminate such Sub-Servicing Entity for such failure; provided, that the Depositor may waive any such
Servicer Termination Event or Special Servicer Termination Event, as applicable, under this clause (ix) in its sole
discretion without the consent of the Trustee or any Certificateholders.


 


(b)         Notwithstanding any provision in this Agreement, if a Servicer Termination Event on the part of the Servicer affects only
a Companion Loan, a Companion Loan Holder or the rating on a class of Companion Loan Securities, then the Servicer may not be terminated
at the direction of the holders of any Certificates (acting in such capacity); provided that, the Companion Loan Holder shall be
entitled to direct the Trustee to direct the Servicer to appoint a sub-servicer (or if the Whole Loan is currently being sub-serviced,
then such Companion Loan Holder shall be entitled to direct the Trustee to direct the Servicer to replace such sub-servicer with
a new sub-servicer but only if such original sub-servicer is in default (beyond any applicable cure periods) under the related
sub-servicing agreement, and the Servicer will be permitted to terminate the sub-servicing agreement due to such default) that
will be responsible for servicing the Whole Loan. Upon the occurrence of any Servicer Termination Event or Special Servicer Termination
Event, the Trustee shall, upon actual knowledge by a Responsible Officer or receipt of notice from the Servicer or the Special
Servicer, promptly notify the Certificate Administrator in writing. The Certificate Administrator shall, upon receipt of such notice
(or receipt of a notice from the Servicer or the Special Servicer of the occurrence of a Servicer Termination Event or Special
Servicer Termination Event), (i) post such notice on the Certificate Administrator’s Website pursuant to Section 8.15(b),
(ii) provide such notice to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information
Provider’s Website pursuant to Section 8.15(b), and (iii) provide notice of the same to the Certificateholders
by mail, to the addresses set forth on the Certificate Register or, in the case of the Companion Loan Holders, otherwise provided
to the Certificate Administrator, unless the related Servicer Termination Event or Special Servicer Termination Event, as applicable,
shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer Termination Event with respect to
the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to the Special Servicer unless
the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of a Special Servicer Termination
Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination Event with respect to
the Servicer unless the relevant event also constitutes a Servicer Termination Event.


 


(c)         If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case,
so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Sequential Pay Certificates and the RR Interest having at least 25% of the
Voting Rights (taking into account the application of the Non-Risk Retained Appraisal Reduction Amount to notionally reduce the
Certificate Balances of the Certificates) of the Sequential Pay Certificates and the RR Interest or, if affected thereby, of the
applicable Companion


 






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Loan Holders (solely with respect to a Special Servicer Termination Event), the Trustee shall, terminate all
of the rights and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement, other than rights and
obligations accrued prior to such termination, and in and to the Whole Loan and the proceeds thereof by notice in writing to the
Servicer or the Special Servicer, as applicable; provided that, notwithstanding anything to the contrary, if a Special Servicer
Termination Event under clauses (i), (iii), (ix) and/or (x) of Section 7.1(a) only has an adverse
effect on a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, but has no adverse effect on
the Mortgage Loan, the Certificateholders or a rating on any of the Certificates, then (A) the Special Servicer shall not be terminated
by the Trustee pursuant to clause (i) above of this sentence without the written direction of the affected Companion
Loan Holders or upon the written direction of the Holders of Certificates pursuant to clause (ii) above of this sentence,
and (B) (x) with respect to a Special Servicer Termination Event under clause (x) of Section 7.1(a),
the related Other Depositor shall be able to require termination of the Special Servicer pursuant to clause (ii) above
of this sentence. In addition, (A) if any Servicer Termination Event on the part of the Servicer affects a Companion Loan,
a Companion Loan Holder or a rating on any Companion Loan Securities, and if the Servicer is not otherwise terminated or (B) if
a Servicer Termination Event on the part of the Servicer affects only a Companion Loan, a Companion Loan Holder or a rating on
any Companion Loan Securities, then the Servicer may not be terminated by or at the direction of the related Companion Loan Holder
or the holder of any Companion Loan Securities, but upon the written direction of the related Companion Loan Holder, the Servicer
will be required to appoint a sub-servicer that will be responsible for servicing the Whole Loan. Upon any termination of the Servicer
or the Special Servicer, as applicable, or appointment of a successor to the Servicer or the Special Servicer, as applicable, the
Trustee shall notify the Certificate Administrator and the Certificate Administrator shall post such written notice thereof on
the Certificate Administrator’s Website and provide the same to the 17g-5 Information Provider who shall post written notice
thereof to the 17g-5 Information Provider’s Website pursuant to Section 8.15(b), and thereafter, give written notice
to the Depositor, the Companion Loan Holders and the Certificateholders by mail to the addresses set forth in the Certificate Register.
Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee
of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. Prior to the occurrence
and continuance of a Control Event, the Directing Certificateholder shall have the right to select the successor special servicer
following any Special Servicer Termination Event.


 


(d)         Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right to direct
the Trustee to terminate the Special Servicer (subject to such terminated Special Servicer’s rights to indemnification, payment
of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination) at any
time, with or without cause, and the Directing Certificateholder shall have the right to, and shall, appoint a successor special
servicer who shall execute and deliver to the other parties hereto an agreement, in form and substance reasonably satisfactory
to the Trustee, whereby the successor special servicer agrees to assume and perform punctually the duties of the Special Servicer
specified in this Agreement; provided that the Trustee shall have received a Rating Agency Confirmation from the Rating
Agency prior to the termination of the Special Servicer. The Special Servicer shall not be terminated pursuant to this paragraph
until a successor special servicer shall have been appointed. The Directing Certificateholder shall pay any costs and expenses
incurred by the Trustee or the Trust in connection with the removal and appointment of


 






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a Special Servicer pursuant to this paragraph
(unless such removal is based on any of the events or circumstances set forth in Section 7.1(a)). Notwithstanding anything
to the contrary in this Agreement, no successor special servicer appointed by the Directing Certificateholder (including, without
limitation, the initial Special Servicer) pursuant to Section 6.4, Section 7.1(c) or this Section 7.1(d) or
otherwise pursuant to this Agreement shall be required to meet any independent net worth or similar financial covenant; provided,
however, that notwithstanding the foregoing, any successor special servicer may not be a Borrower Affiliate and shall satisfy
any Rating Agency conditions set forth in the Rating Agency Confirmation delivered by the Rating Agency with respect to such successor
special servicer and any other conditions as set forth in this Agreement.


 


Notwithstanding the foregoing,
if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion Loans or
the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction of the
Companion Loan Holders, shall direct the Servicer to (and the Servicer shall) appoint a sub-servicer that will be responsible for
servicing the Whole Loan, or if the Whole Loan is currently being sub-serviced, then the Trustee will be required to direct the
Servicer to (and the Servicer shall) replace such sub-servicer with a new sub-servicer (but only if such original sub-servicer
is in default (beyond any applicable cure periods) under the related sub-servicing agreement, and the Servicer is permitted to
terminate the sub-servicing agreement due to such default); provided that the Servicer shall be required to obtain a Rating
Agency Confirmation from the Rating Agency (including a Companion Loan Rating Agency Confirmation) with respect to the appointment
of such sub-servicer (at the expense of the Servicer). If any Special Servicer Termination Event occurs and such Special Servicer
Termination Event only has an adverse effect on the Companion Loans or a Companion Loan Security and the Special Servicer is not
otherwise terminated, then the Trustee, at the direction of the Companion Loan Holders, will be required to terminate the Special
Servicer. In addition, in the event that a Special Servicer Termination Event under clause (x) of the definition thereof
occurs and the Special Servicer is not otherwise terminated, the Trustee will be required to terminate the Special Servicer at
the direction of the Depositor.


 


(e)         Upon the written direction of Holders of Sequential Pay Certificates and the RR Interest evidencing not less than 25% of
the Voting Rights (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of the Certificates) of the Sequential Pay Certificates and the RR Interest requesting a vote to replace the Special Servicer
with a new special servicer designated in such written direction, the Certificate Administrator shall promptly post such written
direction to the Certificate Administrator’s Website pursuant to Section 8.15(b). Upon (i) delivery by such Holders
to the Certificate Administrator of Rating Agency Confirmation from the Rating Agency with respect to the termination of the Special
Servicer and the appointment of a new Special Servicer (which confirmation shall be obtained at the expense of such holders) and
(ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees
and expenses and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote (which fees and expenses will not be additional Trust Fund Expenses), the Certificate Administrator shall promptly post
written notice of a request for such a vote to the Certificate Administrator’s Website pursuant to Section 8.15(b),
provide written notice to all Certificateholders of such request by mail, and shall conduct the solicitation of votes of all Certificates
and such votes, to be effective, shall be received by the Certificate Administrator


 






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within 180 days of the posting of such notice
on the Certificate Administrator’s Website. Any votes not received within such 180-day period shall be of no force and effect.
If Holders of Sequential Pay Certificates and the RR Interest evidencing at least 75% of a Certificateholder Quorum vote in favor
of replacing the Special Servicer within such 180-day period, the Certificate Administrator shall notify the Trustee and the Trustee
shall terminate all of the rights (subject to such terminated Special Servicer’s rights to indemnification, payment of outstanding
fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination) and obligations of the
Special Servicer under this Agreement and appoint the successor special servicer designated by such Certificateholders; provided,
however, such successor special servicer (i) satisfies all of the eligibility requirements applicable to the Special Servicer
contained in this Agreement and which survive such termination and (ii) such successor special servicer may not also be a Borrower
Affiliate, the current special servicer or an affiliate of the current special servicer. The provisions set forth in the foregoing
sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as
between each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach
of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer.
The Holders of the Certificates that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred
in connection with the removal and replacement of the Special Servicer pursuant to this paragraph. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may access such notices on the Certificate
Administrator’s Website and that each Certificateholder may register to receive e-mail notifications when such notices are
posted thereon.


 


(f)          [Reserved].


 


(g)         In the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall
notify the Certificate Administrator of the effective date of the Servicer’s or Special Servicer’s, as the case may
be, termination and the Certificate Administrator shall, upon receiving such notice, notify the outgoing Servicer or Special Servicer,
as the case may be, of the effective date of its termination, and the Trustee (the “Terminating Party”) shall,
by notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated Party”) (with
a copy to the Certificate Administrator, and the 17g-5 Information Provider (who shall post to its website)), terminate all of
its rights and obligations under this Agreement and in and to the Whole Loan and the proceeds thereof, other than any rights the
Terminated Party may have hereunder as a Certificateholder and to any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued or owing to it under this Agreement with respect to periods prior
to the date of such termination and the right to the benefits of Section 6.3 notwithstanding any such termination).
On or after the receipt by the Terminated Party of such written notice, subject to the foregoing, all of its authority and power
under this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder
in the event and to the extent that it is a Certificateholder) or the Whole Loan or otherwise, shall pass to and be vested in the
Terminating Party pursuant to and under this Section 7.1 (absent the appointment of a successor, and such successor’s
assumption of obligations hereunder) and, without limitation, the Terminating Party is hereby authorized and empowered to execute
and deliver, on behalf of and at the expense of the Terminated Party, as


 






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attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice
of termination, whether to complete the transfer and endorsement or assignment of the servicing rights with respect to the Whole
Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each agrees that, in the event
it is terminated pursuant to this Section 7.1, or resigns under Section 6.4(b), to promptly (and in any
event no later than ten (10) Business Days subsequent to such notice) provide, at its own expense, the Terminating Party (which
term shall include for the purposes of the remainder of this Section 7.1(g), the Trustee (or a successor Servicer or
Special Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) with
all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be
or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.1(g),
the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, any Foreclosed Property Account or shall thereafter be received with respect to the Whole Loan, and
shall promptly provide the Terminating Party or such successor Servicer or Special Servicer, as applicable (which may include the
Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Terminating Party or such successor Servicer or Special Servicer, as applicable, shall reasonably request (including
electronic form), to enable it to assume the function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable
costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred in connection
with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and
amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the Terminated Party
upon presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed the Terminating
Party or such successor Servicer or Special Servicer, as applicable, for such expenses within ninety (90) days after the presentation
of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided
that the Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding anything herein to
the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee and the Certificate Administrator
of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event shall
the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event or Special
Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has
received written notice thereof or has actual knowledge thereof.


 


7.2.        Trustee to Act; Appointment of Successor.


 


(a)         On and after the time the Servicer or Special Servicer, as the case may be, receives a notice of termination pursuant to
Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for
the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including
a successor appointed under


 






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Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under
Section 6.4(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include,
for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the
Servicer of the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set
forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability and liabilities relating thereto and arising thereafter placed on the Terminated Party by the terms and provisions
hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer
or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act
or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities
caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies
or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor
hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall
be indemnified to the full extent provided to the Trustee under this Agreement. The appointment of a successor Servicer or Special
Servicer, as the case may be, shall not affect any liability of the Terminated Party that may have arisen prior to its termination
as such. The Terminating Party shall not be liable for any of the representations and warranties of the Terminated Party herein
or in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect
of any Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor Servicer or Special Servicer
be required to purchase the Whole Loan hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special
Servicer, as the case may be, shall be entitled to all compensation with respect to the Whole Loan to which the Terminated Party
would have been entitled that accrues after the date of the Terminating Party’s succession to which the Terminated Party
would have been entitled if it had continued to act hereunder and, in the case of a successor special servicer, the Special Servicing
Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or during
the continuance of a Control Event if the Holders of Sequential Pay Certificates or the RR Interest having greater than 25% of
the aggregate Voting Rights (taking into account the application of the Trust Appraisal Reduction Amounts to notionally reduce
the Certificate Balances of the Certificates) of all then outstanding Sequential Pay Certificates and RR Interest or, if affected
thereby (and solely with respect to a termination of the Special Servicer, by the Companion Loan Holders), so request in writing
to the Trustee, or the Trustee is not approved by the Rating Agency as a Servicer or Special Servicer, as the case may be, as evidenced
by a Rating Agency Confirmation, or if the Rating Agency does not provide a Rating Agency Confirmation with respect to the succession
of the Trustee as Servicer or Special Servicer, as the case may be, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established Whole Loan servicing institution reasonably satisfactory to the Trustee the appointment for which a
Rating Agency Confirmation is obtained, as the successor to the Servicer or Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as applicable, hereunder.
No appointment of a successor to a Terminated Party hereunder shall be effective until the assumption by such successor of all
the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated
Party hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in the applicable capacity
as herein above provided. Any appointment


 






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or succession by the Trustee to the rights and obligations of the Special Servicer hereunder
shall be subject to the Directing Certificateholder’s right to replace the Special Servicer prior to the occurrence and continuance
of a Control Event. In connection with such appointment and assumption described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on the Whole Loan as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the Terminated Party hereunder, except that if no
successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts
shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c).
The Depositor, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


(b)         Notwithstanding Section 7.1(c) of this Agreement, if a Servicer receives a notice of termination solely due to a
Servicer Termination Event under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides the Trustee with
the appropriate “request for proposal” materials within five (5) Business Days after such termination, then such Servicer
shall continue to serve as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using such
“request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights to master
service the Whole Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section
6.4 and Section 7.2 for which the Trustee has received Rating Agency Confirmation (any such Person so qualified, a “Qualified
Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine
are Qualified Bidders; provided, however, that (i) at the Trustee’s request, the terminated Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less
than three (3) or no Qualified Bidders submit bids for the right to master service the Whole Loan under this Agreement. The bid
proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor
Servicer with respect to the Whole Loan, and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt
by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer
entering into a Sub-Servicing Agreement with the terminated Servicer to service the Whole Loan at a sub-servicing fee rate per
annum equal to 0.005% (each, a “Servicing-Retained Bid”) and (ii) on the basis of having no obligation
to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released Bid”). The
Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing-Released
Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Trustee shall direct the Successful
Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained
Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no later than forty-five (45)
days after the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing rights hereunder to
and by the Successful Bidder, the Certificate Administrator shall remit or cause to be remitted to the terminated Servicer the
amount of such cash bid received from the Successful Bidder (net of “out of pocket” expenses incurred in connection
with obtaining such bid and transferring servicing).


 


7.3.        [Reserved].


 






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7.4.        Other Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination
Event, as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as trustee
of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies
and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan Holders (including
the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant to
Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement, no remedy provided
for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed
to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


 


7.5.  Waiver of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Sequential Pay
Certificates evidencing not less than 66 2/3% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates
may, on behalf of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders of Certificates,
waive any default by the Servicer or the Special Servicer in the performance of its obligations hereunder and its consequences,
except a default in making any required deposits (including Monthly Payment Advances) to or payments from the Collection Account,
the Distribution Account or the Foreclosed Property Account or in remitting payments as received, in each case in accordance with
this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and the related Servicer Termination
Event or Special Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.
No such waiver shall extend to any subsequent or other default or impair any right related thereto.


 


7.6.        Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any
Advances, the Servicer shall notify the Trustee of its failure to make such Advances as promptly as possible, but in the case of
any Monthly Payment Advances no later than 3:00 p.m. (New York time) on the related Remittance Date, and the Certificate Administrator
shall notify the Trustee of the Servicer’s failure to make any Advances as promptly as possible, but in the case of any Monthly
Payment Advances no later than 6:00 p.m. (New York time) on the related Remittance Date. The Trustee shall, subject to its own
determination of recoverability (made in the same manner as required of the Servicer pursuant to the terms of this Agreement),
perform such obligations (w) within five (5) Business Days (or such shorter period (but not less than one (1) Business Day)
as may be required, if applicable, to avoid any lapse in insurance coverage required under the Loan Documents or this Agreement
with respect to the Mortgaged Property or to avoid any foreclosure or similar action with respect to the Mortgaged Property by
reason of failure to pay real estate taxes, assessments, ground rents or governmental charges) of a Responsible Officer of the
Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer with respect to Property Protection Advances
and Administrative Advances and (x) by 12:00 noon New York time on the related Distribution Date with respect to


 






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Monthly
Payment Advances provided that the Trustee has received notice from the Servicer or the Certificate Administrator by 6:00 p.m.
(New York time) on the Remittance Date of the failure of the Servicer to make a required Monthly Payment Advance. With respect
to any such Advance made by the Trustee, the Trustee shall succeed to all of the Servicer’s rights with respect to Advances
hereunder, including, without limitation, the rights of reimbursement and interest on each Advance at the Advance Rate, and rights
to determine that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement
caused by such Servicer’s default in its obligations hereunder and further subject to the Trustee’s standard of good
faith judgment); provided, however, that if Advances made by the Trustee and/or the 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 Servicer for such Advances and interest accrued
thereon. The Trustee shall be entitled to conclusively rely on any notice given by the Servicer with respect to a Nonrecoverable
Advance hereunder. The Trustee shall notify the master servicer and trustee with respect to each Other Securitization Trust of
the amount of any Monthly Payment Advance made by it pursuant to this Section 7.6 within two (2) Business Days
of making such advance.


 


8.             THE TRUSTEE AND THE CERTIFICATE aDMINISTRATOR


 


8.1.        Duties of the Trustee and the Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the
curing or waiver of any Servicer Termination Event or Special Servicer Termination Event that may have occurred, undertakes with
respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. Neither
the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee
or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination
Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4,
shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in
their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s
own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed
as a duty. The Trustee (or the Servicer or the Special Servicer on its behalf) and the Certificate Administrator (or the Servicer
or the Special Servicer on its behalf), as applicable, shall have the power to exercise all the rights of a holder of the Whole
Loan on behalf of the Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization
Trust, the related Other Depositor and any other party to any Other Pooling and Servicing Agreement), subject to the terms of the
Loan Documents and the Co-Lender Agreement; provided, however, that the Lender’s obligations under the Loan
Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement.


 


(b)         Subject to Sections 8.2(a) and 8.3, each of the Trustee and 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


 






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that are specifically required to be furnished pursuant to any provision of this Agreement, shall
examine, or cause to be examined, such instruments to determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement
in a material manner, the Trustee and the Certificate Administrator shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s reasonable
satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)         Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be
imposed by reason of its negligence, willful misconduct or bad faith; provided, however, that:


 


(i)          No implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator
and each of 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, resolutions, certificates, statements, opinions, reports, documents,
orders, opinions or other instruments furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements
of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;


 


(ii)         neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate
Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;


 


(iii)        neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in
the aggregate, not less than 25% of the 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;


 


(iv)        neither the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default
or any failure by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1
or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may
be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains
actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives
written notice of such failure from the Servicer, the


 






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Special Servicer, the Depositor or Holders of the Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; and


 


(v)         neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any
expense or liability and for which it would not be indemnified for pursuant to this Agreement; provided, however,
that the Trustee or the Certificate Administrator may, in its discretion, undertake any such action which it may deem necessary
or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Trustee and the
Certificate Administrator shall be entitled to be reimbursed therefor from funds on deposit in the Collection Account unless such
legal action arises out of the negligence, willful misconduct or bad faith of the Trustee or the Certificate Administrator, as
applicable, or any breach of a representation or warranty by the Trustee or the Certificate Administrator, as applicable, contained
herein.


 


(d)         None
of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend
or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except,
with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding
anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability
in connection with the duties assumed by the Authenticating Agent, 17g-5 Information Provider and the Certificate Registrar hereunder,
unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided further
that in any such capacity each of the Trustee and the Certificate Administrator shall have all of the rights, protections
and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.


 


8.2.        Certain Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided
in Sections 8.1, 8.5(c) and 8.13:


 


(i)          each of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, direction of the Depositor, auditor’s certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)         each of the Trustee and the Certificate Administrator may consult with counsel, and any written advice of such counsel or
Opinion of Counsel shall be full and


 






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complete authorization and protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;


 


(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 to make any investigation as to 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
security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities, including reasonable legal fees,
which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee
or the Certificate Administrator of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination
Event, as the case may be, that a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has
actual knowledge of (which has not been cured or waived), 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 Person would exercise or use under the circumstances
in the conduct of such Person’s own affairs;


 


(iv)        neither the Trustee nor the Certificate Administrator or any of their directors, officer or employees shall be personally
liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably 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 or Special Servicer Termination Event hereunder and after the curing
or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, neither the Trustee
nor the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein (except as specifically required by this Agreement) or 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 so to do by Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the outstanding Certificates; 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
either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, 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, as applicable, may require indemnity reasonably satisfactory to it against such costs, expenses
or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the
Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special
Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting
the investigation;


 






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(vi)        each of the Trustee and 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 selected by it with due care, but the Certificate Administrator
and the Trustee shall not be relieved of any of its duties or obligations by virtue of the appointment of any agents, affiliates
or attorneys;


 


(vii)       each of the Trustee and the Certificate Administrator shall not be liable for any loss on any investment of funds made by
the Trustee or the Certificate Administrator, as applicable, pursuant to the terms of this Agreement, provided, however,
this clause (vii) shall not relieve the Trustee or the Certificate Administrator (solely in their respective commercial
capacities and not in their respective capacities hereunder) of any liabilities with respect to investments issued by such entity,
as applicable, in their respective commercial capacities;


 


(viii)      neither the Trustee nor the Certificate Administrator hereunder shall be personally liable hereunder by reason of any act
or failure to act of any predecessor or successor Trustee or Certificate Administrator hereunder;


 


(ix)         neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection
with the execution and performance of its duties hereunder;


 


(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;


 


(xi)         other than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the
Certificate Administrator 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;


 


(xii)        except as otherwise expressly set forth in this Agreement, Computershare Trust Company, National Association, acting in
any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National
Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Computershare Trust
Company, National Association, acting in any other capacity hereunder, except, in the case of either clause (a) or
clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees
within the same group or division of Computershare Trust Company, National Association, or where the groups or divisions responsible
for performing the obligations in such capacities have one or more of the same Responsible Officers; provided, however,
the knowledge of employees performing special servicing functions shall not be imputed to employees performing master servicing
functions, and the knowledge of employees performing master servicing functions shall not be imputed to employees performing special
servicing functions;


 






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(xiii)       nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with
respect to their rights and protections relative to the Trust; and


 


(xiv)      nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


 


Except as otherwise specifically
provided herein, 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, without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, paying agent
and Authenticating Agent).


 


(b)         Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets
to the Trust Fund not specifically contemplated by this Agreement.


 


(c)         All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate
Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate
Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to
the provisions of this Agreement.


 


(d)         In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Banking Law”),
the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information
relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee.
Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective
request from time to time, such identifying information and documentation as may be available for such party in order to enable
the Certificate Administrator and the Trustee to comply with Applicable Banking Law.


 


8.3.  Neither the Trustee nor the Certificate Administrator is Liable for Certificates, the Mortgage Loan or the Whole Loan.
The recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator
on the Certificates) shall not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and the
Certificate Administrator assume no responsibility for their correctness. The Trustee and the Certificate Administrator make no
representations as to the validity or sufficiency of this Agreement (other than its execution of this Agreement), the Certificates,
the Mortgage Loan, the Companion Loans or the Whole Loan or the Loan Documents except as expressly set forth herein. The Trustee
and the Certificate Administrator shall not be liable for any action or failure of any action by the Depositor, the Servicer or
the Special Servicer hereunder. The Trustee and the Certificate Administrator shall not at any time have any responsibility or
liability for or with respect to the legality, ownership, title, validity or enforceability of the Mortgage or the Whole Loan,
or the perfection, sufficiency and priority of the Mortgage or the


 






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maintenance of any such perfection and priority, or for or with
respect to the efficacy of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under
this Agreement, including, without limitation, the existence, condition and ownership of the Mortgaged Property; the existence
and enforceability of any hazard insurance thereon; the validity of the assignment of the Mortgage Loan to the Trust; the performance
or enforcement of the Mortgage Loan (other than with respect to the Servicer or Special Servicer, if the Trustee shall assume the
duties of the Servicer and/or Special Servicer, respectively, pursuant to Section 7.2 and then only to the extent of the
obligations of the Servicer or Special Servicer, as applicable, hereunder); the compliance by the Depositor, the Loan Parties,
the Servicer and the Special Servicer with any warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation made under this Agreement or in any related document prior to the Trustee’s
receipt of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies by or at the
direction of the Servicer or the Special Servicer or any loss resulting therefrom (other than, and to the extent of, investments
issued by the Trustee or the Certificate Administrator, as applicable, solely in their respective commercial capacities and not
in their respective capacities hereunder); the failure of the Servicer, the Special Servicer or any sub-servicer to act or perform
any duties required of it hereunder; or any action by the Trustee or the Certificate Administrator taken at the direction of the
Servicer or the Special Servicer (other than with respect to the Trustee, if the Trustee shall assume the duties of the Servicer
or the Special Servicer); provided, however, that the foregoing shall not relieve the Trustee or the Certificate
Administrator, as applicable, of its obligation to perform its duties under this Agreement. Except with respect to a claim based
on either the Trustee’s or the Certificate Administrator’s negligent action, negligent failure to act or willful misconduct
(or such other standard of care as may be provided herein with respect to any particular matter), no recourse shall be had for
any claim based on any provisions of this Agreement, the Certificates, the Mortgage, the Mortgaged Property or the Mortgage Loan
or assignment thereof against the Trustee or the Certificate Administrator, as applicable, in its respective individual capacity,
and neither the Trustee nor the Certificate Administrator shall have any personal obligation, liability or duty whatsoever to any
Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust
Fund or any indemnitor who shall furnish indemnity as provided in this Agreement. Neither the Trustee nor the Certificate Administrator
shall have any responsibility for filing any financing or continuation statements in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement (unless,
with respect to the Trustee, the Trustee shall have become the successor Servicer or Special Servicer). Neither the Trustee nor
the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of
the proceeds of such Certificates or for the use or application of any funds paid to the Servicer or the Special Servicer, as applicable,
in respect of the Whole Loan deposited into or withdrawn from the Collection Account or any account maintained by or on behalf
of the Servicer or the Special Servicer (except to the extent that such account is held by the Trustee or the Certificate Administrator,
as applicable, solely in their respective commercial capacities and not in their respective capacities hereunder), or for investment
of such amounts (other than and to the extent investments issued by the Trustee or the Certificate Administrator, as applicable,
solely in their respective commercial capacities not in their respective capacities hereunder).


 


Neither the Trustee nor
the Certificate Administrator, by reason of the action or inaction of a responsible officer or officers of the Trustee or the Certificate
Administrator, as


 






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applicable, nor any of their directors, officers, members, managers, partners, employees, Affiliates or agents
shall have liability to the Trust, the Certificateholders or the Companion Loan 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 Trustee, the Certificate Administrator (including in its capacities as Certificate Registrar,
Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider hereunder) or any such Person against any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the Trustee, the Certificate Administrator
(including in its capacities as Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider)
or any such Person, as applicable, or by reason of negligent disregard of the Trustee, the Certificate Administrator or any such
Person, as applicable, of its obligations and duties hereunder. The Trustee, the Certificate Administrator in each of its capacities
under this Agreement and any of their respective directors, officers, members, managers, partners, employees, Affiliates, agents
or Controlling Persons shall be indemnified by the Trust pursuant to Section 3.4(c) out of amounts on deposit in the
Collection Account, and held harmless against any loss, liability, claim, demand or expense (including reasonable legal fees and
expenses, including incurred in connection with the enforcement of this indemnity) incurred in connection with any legal action
or other claims, losses, penalties, fines, foreclosures, judgments or liabilities incurred in connection with or related to the
Trustee’s or the Certificate Administrator’s performance of their powers and duties under this Agreement (including,
without limitation, performance under Section 8.1 hereof and costs related to pursuing enforcement of the Trust’s
indemnification obligations hereunder); provided, however, that this provision shall not protect the Trustee, the
Certificate Administrator or any such Person against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence of the Trustee, the Custodian, the Certificate Administrator or any such Person or by reason of negligent
disregard of the Trustee, the Certificate Administrator or any such Person, as applicable, of its obligations and duties hereunder
as determined by a court of competent jurisdiction. The indemnification provided hereunder shall survive the resignation or removal
of the Trustee or the Certificate Administrator and the termination of this Agreement. Notwithstanding anything herein to the contrary,
the Trustee shall be responsible for its acts or failure to act as the Servicer and/or the Special Servicer (in accordance with
Accepted Servicing Practices) during the time and to the extent the Trustee is serving as such pursuant to the same extent that
the Servicer or Special Servicer would be liable for the Servicer’s or Special Servicer’s, as applicable, acts or failures
to act under, pursuant to and subject to the terms of this Agreement.


 


8.4.        Trustee and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their
individual or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as
it would have if they were not the Trustee or the Certificate Administrator.


 


8.5.        Trustee’s and Certificate Administrator’s Fees and Expenses.  (a)  The Trustee and the Certificate Administrator shall be entitled to the Certificate Administrator Fee (including
that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee), payable pursuant
to Section 3.4(c). The Trustee Fee shall be $250 per month, payable by the Certificate Administrator from the Certificate
Administrator Fee. The Certificate Administrator 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 Certificate Administrator’s and


 






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the Trustee’s sole form of compensation
(unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in
the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. No Certificate
Administrator Fee shall be payable with respect to any Companion Loan. The Trustee and the Certificate Administrator shall be entitled
to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator,
as applicable, in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel
and of all Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred
by the REMIC” within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from
its negligence, willful misconduct or bad faith or which is expressly the responsibility of a Certificateholder or Certificateholders
hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c);
provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their
obligations hereunder solely as a result of the failure to be paid any fees and expenses so long as payment of such fees and expenses
are reasonably assured to it. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior
to each Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties hereunder for
which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate
Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with
the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein
or otherwise permitted hereunder.


 


(b)         Each of the Depositor, the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only,
an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee
and individually) and the Certificate Administrator (in each of its capacities as Certificate Administrator, Custodian, Certificate
Registrar, Authenticating Agent, paying agent and 17g-5 Information Provider) and each of their Affiliates and each of the directors,
officers, employees and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes
of this Section 8.5(b) only, an “Indemnified Party”), and hold each of them harmless against any
and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying
Party’s respective willful misconduct, bad faith, fraud or negligence in the performance of each of its respective duties
hereunder or by reason of negligent disregard of its respective obligations and duties hereunder as determined by a court of competent
jurisdiction (including in the case of the Servicer, any agent of the Servicer or sub-servicer).


 


(c)         Each of the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent,
paying agent and 17g-5 Information Provider) and the Trustee (in each case with respect to itself only, for purposes of this Section 8.5(c)
only, an “Indemnifying Party”) shall (severally and not jointly) indemnify the Depositor, the Servicer and the
Special Servicer and their respective Affiliates and each of the


 






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directors, officers, employees and agents of the Servicer and
the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.5(c) only, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection
with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party
in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third
party or otherwise) resulting from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence
in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder.


 


8.6.        Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a)  Each
of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation, association or 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, which has, a combined capital and surplus of at least $50,000,000
and either (i) in the case of the Certificate Administrator, a rating of “Baa3” on its senior unsecured long-term debt
or an issuer credit rating of “Baa3” by Moody’s, (ii) in the case of the Trustee, a rating on its unsecured long-term
debt or issuer credit rating of at least “A2” by Moody’s or a long term counterparty risk assessment of at least
A2(cr) by Moody’s provided that the Trustee will not become ineligible to serve based on a failure to satisfy such
rating requirements as long as it has a rating on its long-term unsecured debt or issuer credit rating of at least “Baa3”
by Moody’s for so long as the Servicer has a rating on its long-term senior unsecured debt of at least “A2” by
Moody’s or (iii) in the case of either the Certificate Administrator or the Trustee, as is otherwise acceptable to the Rating
Agency as evidenced by receipt of a Rating Agency Confirmation. If a corporation, association or trust company publishes reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for purposes of this Section 8.6 the combined capital and surplus of such entity 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 that the place of business from which
the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes
a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately
in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue
as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction
that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in
accordance with the provisions of this Section 8.6, the Trustee or the Certificate Administrator, as applicable, shall resign
immediately in the manner and with the effect specified in Section 8.7.


 


(b)         The Certificate Administrator 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 covering the Certificate Administrator’s
directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate
Administrator is not rated at least “A2” by Moody’s, such applicable error and omissions insurance policy must
be rated at least “A2” by Moody’s. Such insurance policy shall protect the Certificate Administrator against
losses, forgery, theft, embezzlement, fraud, errors and


 






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omissions of such covered Persons. The amount of coverage shall be at least
equal to the coverage that is required by applicable governmental authorities having regulatory power over the Certificate Administrator.
In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement
bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks
so long as the Certificate Administrator is rated at least “A2” by Moody’s.


 


(c)         The Trustee 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 covering the Trustee’s directors, officers
and employees in connection with its activities under this Agreement; provided that if the Trustee is not rated at least
“A2” by Moody’s, such applicable error and omissions insurance policy must be rated at least “A2”
by Moody’s. Such insurance policy shall protect the Trustee against losses, forgery, theft, embezzlement, fraud, errors and
omissions of such covered Persons. The amount of coverage shall be at least equal to the coverage that is required by applicable
governmental authorities having regulatory power over the Trustee. In the event that any such bond or policy ceases to be in effect,
the Trustee shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure
with respect to such risks so long as the Trustee is rated at least “A2” by Moody’s.


 


8.7.  
Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation
to the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar
(if other than the Certificate Administrator), the Companion Loan Holders, the Trustee and the 17g-5 Information Provider, who
shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.15(b) and after such posting
by the 17g-5 Information Provider, to the Rating Agencies, and by mailing notice of resignation by first Class mail, postage prepaid,
to the Certificateholders at their addresses appearing on the Certificate Register, not less than sixty (60) days before the date
specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) acceptance
by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8
meeting the qualifications set forth in Section 8.6. Upon such notice of resignation, the Depositor shall promptly
appoint a successor Trustee or Certificate Administrator, as applicable, and a Rating Agency Confirmation is provided with respect
to such appointment, which Rating Agency Confirmation shall be delivered to the resigning Trustee or Certificate Administrator,
and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall
have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for appointment of a successor
Trustee or Certificate Administrator, as applicable and any expenses associated with such petition shall be an expense of the Trust.


 


Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective business to a
successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or Certificate Administrator
shall cooperate with any successor, as requested (i) to endorse the original executed


 






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Trust Notes (to the extent that the original
executed Trust Notes for the Mortgage Loan were endorsed to the outgoing Trustee or Certificate Administrator or), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders of BXP Trust
2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L or in blank, and (ii) in the case of the other assignable
Loan Documents (to the extent such other Loan Documents were assigned to the outgoing Trustee or Certificate Administrator), to
assign such Loan Documents to such successor, and such successor shall review the documents delivered to it with respect to the
Mortgage Loan, and certify in writing that, as to the Mortgage Loan then subject to this Agreement, such endorsement and assignment
has been made, and record such assignment documents (if applicable); (b) if the original executed Note for the Mortgage Loan was
not endorsed to the outgoing Trustee, the Certificate Administrator (in its capacity as Custodian) shall, upon its receipt of a
request for release in the form of Exhibit B hereto, deliver such Trust Note to the Depositor or the successor Trustee,
as requested, and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Trust Note is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
holders of BXP Trust 2021-601L;, Commercial Mortgage Pass-Through Certificates, Series 2021-601L or in blank; (c) if any other
assignable Loan Document was not assigned to the outgoing Trustee, the Certificate Administrator shall, upon its receipt of a request
for release, deliver such Loan Document to the Depositor or the successor Trustee, as requested, and the Servicer and the Depositor
shall cooperate with any successor Trustee to ensure that such 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 Certificate Administrator with respect to
the Mortgage Loan, and certify in writing that, as to the Mortgage Loan then subject to this Agreement, such endorsements and assignments
have been made, and record such assignment documents (if applicable) or, in the event such endorsement or assignment cannot be
made for any reason, to note the same in such certification. The resigning or terminated Trustee or Certificate Administrator,
as the case may be, shall reimburse the Trust for any expenses of such endorsement, assignment and recording.


 


If at any time any of
the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator
shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or
the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator or of either of their 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 then, in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator,
as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate,
executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate
Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or
(2) any Certificateholder who has been a bona fide Certificateholder for at least six (6) months may, on behalf of itself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate
Administrator and the appointment of a successor Trustee or Certificate


 






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Administrator, as applicable. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable,
which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator,
as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed
by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as
applicable, appointed by the Certificateholders as provided below within one (1) year from the date of appointment by such court.
In addition, upon thirty (30) days’ prior written notice, Holders of Certificates evidencing, in the aggregate, not less
than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator
and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate,
signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be
delivered to the Depositor (with a copy to the Servicer and Special Servicer), one complete set to the Trustee or the Certificate
Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee
or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given
to the Companion Loan Holders, the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable)
and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the
Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon)
have been paid to the Trustee or Certificate Administrator, as applicable, in full. If no successor Trustee or Certificate Administrator
shall have been so appointed and shall have accepted appointment within thirty (30) days after the notice of removal has been given,
the removed Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for appointment
of a successor Trustee or Certificate Administrator, as applicable and any expenses associated with such petition shall be an expense
of the Trust.


 


Any resignation or removal
of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee
or Certificate Administrator, as applicable, as provided in Section 8.8.


 


If the Certificate Administrator
is terminated pursuant to this Section 8.7, all of its rights and obligations under this Agreement and in and to the Mortgage
Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including
the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect
to periods prior to the date of such termination or removal).


 


In the event of any resignation
or removal of the Trustee or the Certificate Administrator (in any of its capacities under this Agreement) (other than a resignation
of the Trustee that is required solely due to a change in law or a conflict of interest arising after the Closing Date that is
not waived by all of the parties in conflict or is unwaivable), such resignation or removal shall be effective with respect to
each of such party’s other capacities hereunder (including, without limitation, such party’s capacities as Trustee,
Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case may be).


 






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8.8.        Successor Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed
as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer
and to its predecessor Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and (ii) making
the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Section 2.3
and Section 2.4, respectively, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator
shall become effective and such successor Trustee or Certificate Administrator, as applicable, 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 Certificate Administrator shall
deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File and related documents
and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor Trustee or Certificate
Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties and
obligations.


 


No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance
such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and a Rating
Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the Trustee or Certificate
Administrator).


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor Trustee or Certificate
Administrator shall mail notice of the succession of such Trustee or Certificate Administrator hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register, the Depositor, the Servicer, the Special Servicer, the Loan Parties, the
Initial Purchasers and the Companion Loan Holders.


 


8.9.        Merger or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted or with which either 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 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 (i) such Person shall be eligible
under the provisions of Section 8.6, without the execution or filing of any paper or further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding and (ii) Rating Agency Confirmation shall have been
delivered to such Person.


 


8.10.      Appointment of Co-Trustee or Separate Trustee. (a)  At any time or times, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Mortgaged Property may at the time be located or in which any action
of the Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing,
in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an


 






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instrument in writing signed by it or
them, may appoint one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees, acting
jointly with the Trustee, of all or any part of the Mortgaged Property, to the full extent that local law makes it necessary for
such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate
trustee or co-trustee shall be paid by the Trust Fund pursuant to Section 3.4(c).


 


(b)         The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of
any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such
title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such
title to the Mortgaged Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified
in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised
or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee
subject to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as
the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute
the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion
on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable
of acting, resign or be removed, the title to any applicable Mortgaged Property and all assets, property, rights, powers, duties
and obligations of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee,
without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)         All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to
and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10,
and to the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation,
its capacity as Certificate Administrator, Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information
Provider, as applicable.


 


(d)         Every co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee
shall act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee;
and (iv) no


 






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trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


 


(e)         Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant
to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)          Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall
not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth
in Section 8.6.


 


8.11.      Appointment of Authenticating Agent. (a)  The Certificate Administrator may appoint an agent or agents
which shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such law
to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws
to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section 8.11. The initial Authenticating Agent shall
be the Certificate Administrator.


 


(b)         Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding
to the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such
Person shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 






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(c)         An Authenticating Agent may resign at any time by giving at least thirty (30) days’ advance written notice thereof
to the Certificate Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent,
the Servicer or the Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice
of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate
Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.11.


 


8.12.      Appointment of a Custodian. The Certificate Administrator is hereby appointed as the initial Custodian. Any successor
Certificate Administrator appointed pursuant to Section 8.7 and Section 8.8 shall be deemed to be appointed as the
successor Custodian upon the effectiveness of its appointment as the successor Certificate Administrator.


 


8.13.      Indemnification by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator,
as applicable, severally and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses, damages,
penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred
by the Trust that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator (including in
its capacity as 17g-5 Information Provider) of its representations and warranties, as applicable, under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator (including in its capacities as Certificate
Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider) in the performance of its obligations
to the Trust or the Certificateholders under this Agreement or its negligent disregard of its obligations and duties under this
Agreement.


 


The Certificate Administrator
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 (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of
its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations
and duties under this Agreement.


 


8.14.      Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any
Distribution Date and a voluntary prepayment or the payment at maturity by the Loan Parties of the Mortgage Loan or any portion
thereof, the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information
received from the Servicer or the Special Servicer in reliance on notices received from the Loan Parties. In the event of any inconsistencies
in payments or


 






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prepayments made by the Loan Parties with the previously delivered notices by the Loan Parties, all costs and expenses
incurred as a result of a failure by the Loan Parties to make any such payments or prepayment, shall be paid by the Loan Parties
in accordance with the Loan Agreement provided that the amount of payment reported to the Depository by the Certificate
Administrator was consistent with the information received from the Servicer or the Special Servicer. If the Loan Parties fail
to do so, such costs and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or the Special Servicer,
as applicable, by the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the
Certificate Administrator, the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to
make a distribution as a result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator shall notify
the Depository on the Remittance Date or as soon as reasonably possible of any such inconsistencies.


 


8.15.      Access to Certain Information.


 


(a)         The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person
who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2
hereto) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority
that may exercise authority over any Certificateholder, access to any documentation regarding the Mortgage Loan or the other assets
of the Trust Fund that are in its possession or within its control, including without limitation:


 


(i)          the Mortgage File, including any and all modifications, waivers and amendments to the terms of the Whole Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;


 


(ii)         the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special
Servicer, as applicable, and delivered to the Certificate Administrator, and


 


(iii)        all notices and reports delivered to the Certificate Administrator with respect to the Mortgaged Property as to which environmental
testing revealed any failure of the Mortgaged Property to comply with any applicable law, including any environmental law, or which
revealed an environmental condition present at the Mortgaged Property requiring further investigation, testing, monitoring, containment,
clean up, or remediation.


 


Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator.


 


The Certificate Administrator
will provide copies of the items described in this Section 8.15(a), to the extent such items are in its possession, to,
and upon reasonable written request of, the Certificateholders (other than a Borrower Affiliate, the Property Manager or any of
their respective agents or affiliates who provides the Certificate Administrator with an Investor Certification substantially in
the form of Exhibit K-2 hereto). The Certificate Administrator may require payment for the reasonable costs and expenses
of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable
to the


 






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Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser
of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise
keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to
keep this information confidential.


 


(b)           The Certificate Administrator, to the extent prepared or received by the Certificate Administrator, shall make available
to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor
Certification substantially in the form of Exhibit K-2 hereto), via the Certificate Administrator’s Website,
the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format
to trustadministrationgroup@wellsfargo.com):


 


(i)            The following “deal documents”:


 


(A)          the Offering Circular and any other disclosure document relating to the 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, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Mortgage Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and


 


(C)           the CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;


 


(ii)           The following “periodic reports”:


 


(A)          all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and


 


(B)           all CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the
Certificate Administrator pursuant to Section 3.18(a), environmental reports delivered to the Certificate Administrator
pursuant to Section 3.12(f), and any updates to such reports;


 


(iii)          The following “additional documents”:


 


(A)          summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)           all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;


 


(C)           all Appraisals and any updates to Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
and


 


(D)           the CREFC® Appraisal Reduction Template;


 






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(iv)          The following “special notices”;


 


(A)         any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 


(B)          any notice of termination of the Servicer or the Special Servicer received by the Certificate Administrator pursuant to
Section 7.1;


 


(C)          all notices of Servicer Termination Events or Special Servicer Termination Events received by the Certificate Administrator
pursuant to Section 7.1(b) and Section 3.10(b);


 


(D)         any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(E)          any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(F)          any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(G)          any amendment to this Agreement pursuant to Section 11.1;


 


(H)         any annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator
under Section 13.7 or 13.8;


 


(I)           any annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to
Section 13.9;


 


(J)           notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking
into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates)
to terminate and replace the Special Servicer;


 


(K)          any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or is otherwise required
to resign as Special Servicer hereunder; and


 


(L)           any notice or documents provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(v)           the “Investor Q&A Forum” pursuant to Section 4.5(a);


 






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(vi)          solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section
4.5(b); and


 


(vii)         “U.S. Risk Retention Special Notices” tab, which shall contain any notices provided by the Retaining Sponsor
relating to ongoing compliance by the Retaining Sponsor with the Credit Risk Retention Rules.


 


In lieu of the tabs or
headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as
it may reasonably determine from time to time.


 


The foregoing information
shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt.
The Certificate Administrator 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 such information is delivered or posted in error, the Certificate Administrator may remove it from
the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not be deemed to have obtained
actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was
not produced by the Certificate Administrator. In connection with providing access to the Certificate Administrator’s Website,
the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall
not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or
warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such
information, other than such information prepared by the Certificate Administrator. Assistance in using the Certificate Administrator’s
Website may be obtained by calling (866) 846-4526. The Certificate Administrator shall provide a mechanism to notify each Person
that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the Certificate Administrator’s Website.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in
clause (vii) above, provide email notification to any Privileged Person that has registered to receive access to the
Certificate Administrator’s Website and has opted in to receive email notifications that a notice has been posted to the
“U.S. Risk Retention Special Notices” tab.


 


Upon delivery by the
Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information
Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.15(b). The Depositor
shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other
information on the 17g-5 Information Provider’s Website to any designee or other third party.


 






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The 17g-5 Information
Provider shall make available solely to the Depositor, the Rating Agencies and to NRSROs the following items to the extent such
items are delivered to it via email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BXP
Trust 2021-601L” and an identification of the type of information being provided in the body of the email, or via any alternate
email 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 Asset Status Report delivered by the Special Servicer under Section 3.10(i);


 


(ii)           any environmental reports delivered by the Special Servicer under Section 3.12(e);


 


(iii)          any annual statements as to compliance and related Officer’s Certificates delivered under Section 13.7;


 


(iv)          any annual independent public accountants’ servicing reports delivered pursuant to Section 13.9;


 


(v)           any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 


(vi)          any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(b) (it being understood
the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested
such information as provided in Section 3.21(b));


 


(vii)         any notice to the Rating Agencies relating to the Servicer’s determination to take action without receiving Rating
Agency Confirmation as set forth in Section 3.26;


 


(viii)        any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.26;


 


(ix)           any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(x)            any and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the
Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.23(f);


 


(xi)           any notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b);


 


(xii)          any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant
to Section 8.15(b); provided that the


 






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summary of such oral communications shall not attribute which Rating Agency
the communication was with;


 


(xiii)         notice of any material modifications or amendments to the Loan Documents;


 


(xiv)         any amendment to this Agreement pursuant to Section 11.1;


 


(xv)          notice of any change to the Property Manager;


 


(xvi)         notice of final payments on the Certificates;


 


(xvii)        copies of any amendments to the Mortgage Loan Purchase Agreement;


 


(xviii)       notice of any amendments to the Mortgage Loan Purchase Agreement or any material amendment to a ground lease;


 


(xix)          the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and


 


(xx)           any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate.


 


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 provided that such information is received by 2:00 p.m. (eastern time) or, if
received after 2:00 p.m., on the next Business Day by 12:00 p.m. 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, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator.
Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of an NRSRO Certification and (ii) the
Depositor. If the Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m. (eastern time)
on such Business Day, or, if received after 2:00 p.m. (eastern time), on the following Business Day. Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to www.ctslink.com or 17g5informationprovider@wellsfargo.com.
In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information Provider under this
Agreement is too large in its electronic form to be delivered via email, such report, statement, document, file or other data may
be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading such report, statement,
document, file or other data shall notify the 17g-5 Information Provider via email that such report,


 






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statement, document, file
or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Internet Website.


 


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly notify each NRSRO
that has signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this
Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the email. The 17g-5 Information Provider shall send such
notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information
Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information
Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection with providing
access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the 17g-5 Information
Provider may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider shall not be liable for the
dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy
or completeness of such information being made available, and assumes no responsibility for such information. The 17g-5 Information
Provider shall not be liable for failing to make any information available to the Rating Agencies or NRSROs unless same was delivered
to it at its email address set forth above, with the proper subject heading. Assistance in using the Certificate Administrator’s
Website or the 17g-5 Information Provider can be obtained by calling (866) 846-4526.


 


If any of the parties
to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services,
as defined in Rule 17g-10 under the Exchange Act, that such party may have provided with respect to the Whole Loan (a “Due
Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on
the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service
Provider or from another party to this Agreement, promptly upon receipt thereof.


 


(c)               
Each of the 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 CREFC® Reports and any additional
information relating to the Whole Loan, the Mortgaged Property or the Loan Parties, for review by the Depositor, the Initial Purchasers,
the Trustee, the Companion Loan Holders, the Certificate Administrator and any other Persons who deliver an Investor Certification
or confidentiality agreement in accordance with this Section 8.15(c), and the Rating Agencies (only to the extent such additional
information was previously delivered to the 17g-5 Information Provider or is simultaneously delivered to the 17g-5 Information
Provider in accordance with the provisions of Section 8.15(b), who shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 8.15(b)) (collectively, the “Disclosure Parties”),
in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the Loan Documents. Each of the
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such


 






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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,
the Certificate Administrator and the Trustee, deliver an Investor Certification or enter into a confidentiality agreement acceptable
to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the 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 Servicer’s or the Special Servicer’s website, the 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 8.15(c) to current or prospective Certificateholders the form of confidentiality agreement used by the 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, an Investor Certification indicating that
such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential. 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 Servicer
nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the 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 8.15 unless such information was produced by the Servicer
or Special Servicer, as applicable.


 


The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall be permitted (but not required) to orally communicate with the Rating
Agencies; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing
and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 8.15(b)
on the same day such communication takes place; provided that the summary of such oral communications shall not be attributed
to the Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 8.15(b).


 


None of the foregoing
restrictions in this Section 8.15 or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the Servicer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the
other hand, with regard to (i) the Rating Agency or NRSRO’s review of the ratings it assigns to the Servicer or the Special
Servicer, as applicable, (ii) the Rating Agency’s or NRSRO’s approval of the Servicer or the Special Servicer, as applicable,
as a commercial mortgage master,


 






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special or primary servicer or (iii) the Rating Agency’s or NRSRO’s evaluation of
the Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, that the
Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loan to any Rating Agency or NRSRO in connection with such review and evaluation by the Rating Agency or NRSRO unless (x) borrower,
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 in writing
that it does not intend to use such information in undertaking credit rating surveillance with regard to the Certificates); provided,
however, that the Rating Agencies may use information delivered in reliance on the certification in this clause (z) for
any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement or any other
confidentiality agreement to which the Rating Agency is subject) 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 8.15(c).


 


In connection with the
delivery by the 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 Servicer or the
Special Servicer when such information, report, notice or document has been posted. The Servicer or the Special Servicer, as applicable,
may, but shall not be obligated to, send such information, report, notice or other document to the applicable Rating Agency or
Rating Agencies so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Each of the Servicer
and the Special Servicer (each, a “17g-5 Indemnifying Party”) hereby expressly agrees to indemnify and hold
harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and
controlling persons, and the Trust Fund (each, a “17g-5 Indemnified Party”), from and against any and all losses,
liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal
fees and expenses) to which any such 17g-5 Indemnified Party may become subject, under the Act, the Exchange Act or otherwise,
pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon such 17g-5 Indemnifying
Party’s breach of (i) any obligation relating to the provision of information to the Rating Agencies set forth in the first
paragraph of Section 8.15(c) or (ii) any obligation set forth in the third, fourth and fifth paragraphs of Section 8.15(c),
and shall reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified
Party in connection with investigating or defending any such action or claim, as such expenses are incurred.  The foregoing
indemnity obligation shall be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section 6.6
and shall not be construed as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


 






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9.             CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER


 


9.1.          Selection and Removal of the Directing Certificateholder.


 


(a)           The Majority Controlling Class Certificateholders may elect the Directing Certificateholder.


 


(b)           The Directing Certificateholder shall be selected by the Majority Controlling Class Certificateholders, as determined by
the Certificate Registrar from time to time. Each Holder of the Certificates of the Controlling Class shall be entitled to vote
in each election of the Directing Certificateholder. Notwithstanding anything to the contrary herein, the (x) Directing Certificateholder
cannot be any Borrower Affiliate or the Property Manager or any of their servicers or respective agents or Affiliates and (y) for
purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Certificateholder, any
Borrower Affiliate, the Property Manager or any of their servicers or respective agents or Affiliates shall be deemed not to be
a Certificateholder and shall not be entitled to exercise such right. Notwithstanding anything to the contrary herein, each of
the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection
with the foregoing and may require that Investor Certifications are resubmitted from time to time in accordance with its policies
and procedures.


 


(c)           The identity of the initial Directing Certificateholder is set forth in the definition of “Directing Certificateholder”.
The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer of the appointment of any subsequent Directing Certificateholder (in order to receive notices
hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates
of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special
Servicer of the appointment of a Directing Certificateholder (if any) (in order to receive notices hereunder) by such Controlling
Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance
of the Controlling Class and shall also state that such Directing Certificateholder is not a Borrower or Borrower Affiliate.


 


(d)           The Directing Certificateholder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer.


 


(e)           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 the Trustee and to notify the Certificate Administrator and all the parties
hereto of the selection of a Directing Certificateholder or the resignation or removal thereof. Any Certificateholder or its designee
at any time appointed Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Certificateholder


 






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and when
it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer
and the Servicer of the identity of the Directing Certificateholder and any resignation or removal thereof. In addition, upon the
request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current
Directing Certificateholder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the requesting
party) of the Controlling Class to such requesting party. In addition, (i) any Holder owning more than fifty percent (50%) of the
applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Trustee and the Certificate Administrator when it no longer holds the majority of the Controlling Class Certificates
(by Certificate Balance), and (ii) each of the Holders of the Controlling Class Certificates who collectively own more than fifty
percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Trustee and the Certificate Administrator when it transfers its Controlling Class Certificate (or
its beneficial interest in the Controlling Class Certificates) and, as a result of such transfer, such Holders who collectively
appointed the Directing Certificateholder no longer collectively own more than the applicable percentage of the Controlling Class
Certificates (by Certificate Balance) set forth above, provided in no event with respect to either clause (i)
or (ii) shall any Controlling Class Certificateholder have any liability to any Person for the failure to provide any such
notices.


 


(f)            Once a Directing Certificateholder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such
selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each
other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Certificateholder or the selection
of a new Directing Certificateholder.


 


(g)           Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification
with respect to the identity of the Certificateholders of the Controlling Class, the Risk Retention Consultation Parties and the
Directing Certificateholder.


 


(h)           The Directing Certificateholder shall be responsible for its own expenses.


 


Notwithstanding any other
provision to this Agreement, in the event that no Directing Certificateholder or no Risk Retention Consultation Party has been
appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable,
has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer
or the Special Servicer, as applicable, then the 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 or Risk Retention Consultation
Party, as the case may be until such time as a Directing Certificateholder or Risk Retention Consultation Party meeting the definition
thereof is so appointed or identified. For the avoidance of doubt, as of the Closing Date, the Majority Controlling Class Certificateholders
have not appointed an initial Directing Certificateholder, and the Servicer and Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of a Directing Certificateholder until the Majority Controlling


 






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Class Certificateholders give written notice to the Servicer and the Special Servicer of the appointment of a Directing Certificateholder
pursuant to Section 9.1(c). Upon request, the Certificate Administrator shall provide such information as is then in its
possession to identify the Directing Certificateholder or Risk Retention Consultation Party to the Servicer and the Special Servicer.


 


9.2.   
Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders.


 


(a)           Neither the Controlling Class nor the Directing Certificateholder shall have any 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.


 


(b)           By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder
and/or the Controlling Class Certificateholders (i) may have special relationships and interests that conflict with those
of Holders of one or more Classes of the Certificates, including owning securities backed by the Companion Loans or any interest
in the Companion Loans, (ii) may act solely in the interests of the Holders of the Controlling Class, including the Directing
Certificateholder, (iii) does not have any duties or liability to the Trust or to the Holders of any Class of Certificates,
(iv) may take actions that favor the interests of one or more Classes of the Certificates, including the Holders of the Controlling
Class, over the interests of the Holders of one or more other Classes of the Certificates, and (v) shall have no liability
whatsoever to the Trust, any other party to this Agreement, any Certificateholder or any other Person (including any Borrower Affiliate)
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, the Controlling Class Certificateholders or any director, officer, employee,
partner, member, shareholder, agent or principal of the Directing Certificateholder or the Controlling Class Certificateholders,
as applicable, as a result of the Directing Certificateholder or the Controlling Class Certificateholders having so acted.


 


9.3.  
 Rights and Powers of the Directing Certificateholder.


 


(a)           Notwithstanding anything herein to the contrary, but subject to the next sentence, except as set forth in, and in any event
subject to, Section 3.24(f), Section 9.3(b), Section 9.3(c) and the second (2nd) and third (3rd) paragraphs
of this Section 9.3(a) and subject to the terms of the Co-Lender Agreement and the Companion Loan Holders’ rights
thereunder, (i) the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained
the consent of the Special Servicer, which consent shall be deemed given if the Special Servicer does not object within fifteen
(15) Business Days (after delivery of a written recommendation and analysis to the Special Servicer and information reasonably
requested by the Special Servicer) unless such actions are part of an Asset Status Report approved by the Directing Certificateholder
under Section 3.10(i) or is otherwise implemented by the Special Servicer in accordance with the terms of this Agreement.
In the event that the Special Servicer or Servicer, as applicable, determines that immediate action, with respect to a Major Decision,
or any other matter requiring consultation with the Directing Certificateholder prior to the occurrence of a Consultation Termination
Event), is necessary to protect the interests of the Certificateholders, the Risk Retention Consultation Parties, the Companion
Loan Holders, the Special Servicer or


 






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Servicer, as the case may be, may take any such action without such consultation so long
as the Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing Certificateholder
to inform it of such need. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with
the Directing Certificateholder in connection with any Major Decision (and such other matters that are subject to consent, approval,
direction or consultation rights of the Directing Certificateholder hereunder) and to consider alternative actions recommended
by the Directing Certificateholder in respect of such matters. With respect to any action requiring the Directing Certificateholder’s
consent, if the Directing Certificateholder does not respond to a request for its consent within ten (10) Business Days (or such
other length of time as specified in this Agreement with respect to any particular action requiring consent), such consent will
be deemed to have been given. In the event that no Directing Certificateholder has been appointed or identified to the Servicer
or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified, the 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.


 


Notwithstanding anything
to the contrary contained herein, if the Special Servicer or Servicer, as applicable, determines that a refusal to consent by the
Directing Certificateholder or any objection, consultation or direction or advice from the Directing Certificateholder, the Controlling
Class Certificateholders, a Risk Retention Consultation Party or any other Person would (A) otherwise require or cause the Special
Servicer or Servicer, as applicable, to violate the terms of the Loan Documents, the Co-Lender Agreement, applicable law, provisions
of the Code resulting in an Adverse REMIC Event or this Agreement, (including without limitation, actions inconsistent with Accepted
Servicing Practices), (B) expose any Certificateholder, the Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Trust or their respective Affiliates, officers, directors or agent to any claim, suit or liability, (C) result in
the imposition of a tax upon the Trust (other than a tax on “net income from foreclosure property”) or loss of REMIC
status or (D) materially expand the scope of the Special Servicer’s, the Servicer’s, the Trustee’s or the Certificate
Administrator’s responsibilities hereunder, then the Special Servicer or Servicer, as applicable, shall disregard such refusal
to consent, direction or advice and notify the Directing Certificateholder, each Risk Retention Consultation Party, the Trustee,
the Certificate Administrator and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with
the direction of or approval of the Directing Certificateholder or any Risk Retention Consultation Party that does not violate
the Loan Documents, the Co-Lender Agreement, this Agreement, any applicable law, provisions of the Code resulting in an Adverse
REMIC Event or Accepted Servicing Practices or any other provisions of this Agreement, shall not result in any liability on the
part of the Servicer or the Special Servicer.


 


(b)         Notwithstanding anything to the contrary contained herein (i)  after the occurrence and during the continuance of a
Control Event but so long as no Consultation Termination Event is continuing, the Directing Certificateholder shall remain entitled
to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the


 






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Servicer, Special Servicer
and any other applicable party shall consult with the Directing Certificateholder in connection with any action to be taken or
refrained from taking to the extent set forth herein; and (ii) during the continuance of a Consultation Termination Event, the
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, and the Controlling Class will not be entitled to appoint a Directing Certificateholder;
provided that the Directing Certificateholder (if and to the extent that it is a Certificateholder) and a holder of a Controlling
Class Certificate will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under
this Agreement. No Borrower Affiliate may be appointed as or act as the Directing Certificateholder.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation or consent
rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. However, the Directing
Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


(c)           For purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or receiving
Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest
in a Controlling Class Certificate who is a Borrower Affiliate, the Property Manager or an agent or Affiliate of the foregoing
shall not be deemed to be a Holder or Beneficial Owner of the related Controlling Class and shall not be entitled to exercise such
rights or receive such information. If, as a result of the preceding sentence, no Holder or Beneficial Owner of Controlling Class
Certificates would be eligible to exercise such rights, there will be no Controlling Class.


 


(d)           The Certificate Administrator shall, within five (5) Business Days after its determination that a Consultation Termination
Event has occurred or ceased to exist, (i) post a notice of such occurrence or cessation of a Consultation Termination Event on
the Certificate Administrator’s Website and (ii) notify the Servicer and the Special Servicer.


 


(e)           For so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer shall provide notice
to the Directing Certificateholder of any annual meeting with the Borrower and the Property Manager pursuant to the Loan Documents,
consult with the Directing Certificateholder regarding an agenda for such meeting, and invite the Directing Certificateholder to
attend such meeting (which invitation the Directing Certificateholder may accept or decline in its discretion). The Special Servicer
shall provide advance notice to the Borrower and the Property Manager that the Directing Certificateholder has no authority to
act on behalf of the holder of the Mortgage Loan.


 


9.4.          Directing Certificateholder Contact with Servicer and Special Servicer.


 


Upon reasonable request,
each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to answer questions from
the Directing Certificateholder (prior to the occurrence and continuance of a Control Event) regarding the


 






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performance and servicing
of the Whole Loan (or, in the case of the Special Servicer, the Special Servicer’s operational activities on a platform level
basis related to the servicing of the Whole Loan after a Special Servicing Loan Event and the servicing of any Foreclosed Property)
for which the Servicer or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding any provision
of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Servicer or the Special
Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with Accepted Servicing Practices,
that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise
materially harm the Trust or the Trust Fund.


 


9.5.          The Risk Retention Consultation Party.


 


(a)           The Special Servicer shall consult, solely on a non-binding basis (and consider alternative actions recommended by such
party) with each Risk Retention Consultation Party with respect to any Major Decision in the same manner as set forth in Section
9.3 with respect to the consultation rights of the Directing Certificateholder after the occurrence and during the continuance
of a Control Event and prior to the occurrence and continuance of a Consultation Termination Event. In the event the Special Servicer
receives no response from the Risk Retention Consultation Party within ten (10) days following the later of (i) the Special Servicer’s
written request for input on any requested consultation and (ii) delivery of all such additional information reasonably requested
by the Risk Retention Consultation Party related to the subject matter of such consultation, the Special Servicer shall not be
obligated to consult with such Risk Retention Consultation Party solely with respect to the specific matter.


 


(b)           If the Risk Retention Consultation Party is a Borrower Affiliate, then the Special Servicer shall have no obligation to
consult with such Risk Retention Consultation Party and the Risk Retention Consultation Party shall have none of the consultation
rights set forth above in clause (a).


 


(c)           WFB, MSMCH, CREFI and DBNY shall be the initial Risk Retention Consultation Parties and shall remain so until a successor
is appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any Risk Retention Consultation Party,
any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in
the form of Exhibit S to this Agreement prior to being recognized as a new Risk Retention Consultation Party. The parties
hereto shall be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice. A Risk Retention
Consultation Party may not be a Borrower Affiliate.


 


(d)           Once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, each Certificateholder (or Beneficial Owner, if applicable) and each other RR Interest
Owner shall be entitled to rely on such selection unless such Risk Retention Consultation Party itself shall have notified the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and


 






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each other RR Interest Owner, in writing,
of the selection of such new Risk Retention Consultation Party.


 


(e)           In the event that no Risk Retention Consultation Party has been appointed or identified to the Servicer or the Special Servicer,
as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then until such time
as the related new Risk Retention Consultation Party is identified, the 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 Risk Retention Consultation Party
as the case may be.


 


(f)            No Risk Retention Consultation Party will have any liability to the Trust, the Certificateholders or any RR Interest Owner
(other than the RR Interest Owner that appointed it) other than for having acted in accordance with or as permitted by this Agreement.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates that each Risk Retention Consultation Party: (i) may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates or RR Interest Owners other
than the applicable RR Interest Owner; (ii) may act solely in the interests of the applicable RR Interest Owner; (iii) does not
have any liability or duties to the Holders of any Class of Certificates or any RR Interest Owner other than the applicable RR
Interest Owner; (iv) may take actions that favor the interests of the Holders of one or more Classes or the applicable RR Interest
Owner over the interests of the Holders of one or more other Classes of Certificates or other RR Interest Owner; and (v) shall
have no liability whatsoever (other than to the applicable RR Interest Owner) for having so acted as set forth in clauses (i) through
(iv) above, and no Certificateholder or other RR Interest Owner may take any action whatsoever against any Risk Retention Consultation
Party or any director, officer, employee, agent or principal of such Risk Retention Consultation Party for having so acted.


 


10.           TERMINATION


 


10.1.       
Termination. (a)  The respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created hereby (other than the obligation to make certain payments
to the Companion Loan Holders) (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders
after the final Distribution Date to the extent set forth in this Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties hereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant
to this Article 10 following the later of (i) the final payment on the Certificates or (ii) the liquidation of the
Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to this Agreement) or the liquidation or abandonment
of the Mortgaged Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall
the Trust 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


 






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United States Ambassador to the Court of St. James’s, living on the date hereof. Upon the termination
of this Trust pursuant to a final payment on the Certificates, the Custodian shall deliver the balance of the Mortgage File to
the Servicer or such other Person designated by the Servicer. In connection with a termination of the Trust under this Article
10, the Trustee shall execute all assignments, endorsements and other instruments, if any, furnished to it by the Servicer
or Special Servicer, as applicable, as shall be necessary to effectuate the transfer of the Mortgage Loan, the Foreclosed Property
and any other collateral for the Mortgage Loan, as applicable.


 


(b)           On the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other
than the Certificateholders, shall be applied generally as described in Section 4.1.


 


(c)           Notice of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment
of the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to the Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall be
made, with respect to the Certificates, upon presentation and surrender of the Certificates at the office or agency of the Certificate
Administrator therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to
such Distribution Date is not applicable, and that, with respect to the Certificates, payments shall be made only upon presentation
and surrender of the Certificates at the office or agency of the Certificate Administrator therein specified.


 


10.2.       
Additional Termination Requirements. In connection with any termination pursuant to Section 10.1 other than
final payment on the Whole Loan, the Trust Fund shall be terminated in accordance with the following additional requirements, unless
the Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating
either the Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC
to federal income tax:


 


(i)            Within eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first
day of the 90-day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from
the Certificate Administrator to the Certificateholders and the as soon as practicable prior to such final Distribution Date, and
shall specify such date in the final tax return of each such REMIC;


 


(ii)           At or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution
Date, the Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust
Fund; and


 


(iii)          At or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited
to the Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC
to be distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the
Class R Certificates (in respect of the Class LT-R


 






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Interest) in accordance with Section 4.1(b) and (B) as
part of the Upper-Tier REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in
respect of the Class UT-R Interest) in accordance with Section 4.1(a) and Section 4.1(h).


 


10.3.       
Trusts Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.           MISCELLANEOUS PROVISIONS


 


11.1.       
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 Loan Holders:


 


(i)            to correct any inconsistency, defect or ambiguity in this Agreement or to correct 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
Offering Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of the provisions
of this Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error; provided
that such amendment or supplement would not adversely affect in any material respect the interests of any Companion Loan Holder
not consenting thereto, as evidenced by (x) an Opinion of Counsel or (y) if any Companion Loan Securities are then rated,
receipt of a Rating Agency Confirmation;


 


(iii)          to change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property
Account, provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any holder of the RR Interest) or the Companion Loan Holder not consenting thereto, as
evidenced by (1) an Opinion of Counsel (at the expense of the party requesting the amendment or at the expense of the Trust if
the requesting party is the Trustee or the Certificate Administrator) or (2) if the related Class of Certificates or Companion
Loan Securities is rated by the Rating Agency or a Companion Loan Rating Agency, as applicable, Rating Agency Confirmation is obtained;


 


(iv)          to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate or RR Interest is outstanding, or to
avoid or minimize the risk of imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against
the Lower-Tier REMIC or the Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator received an Opinion
of Counsel (at the expense of the party requesting the amendment or if the requesting party is the Certificate Administrator or
the Trustee, at the expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of imposition of any such tax and (2) the action will not


 






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adversely affect in any material
respect the interests of any Holder of the Certificates (including, for the avoidance of doubt, any holder of the RR Interest)
or the Companion Loan Holders or (B) to the extent necessary for the Trust or any Other Securitization Trust to comply with
the Investment Company Act of 1940, as amended, the Trust Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations;


 


(v)           to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to)
the transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise
to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further,
that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          to make 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 (including,
for the avoidance of doubt, any holder of the RR Interest) or the Companion Loan Holders not consenting thereto, as evidenced by
an Opinion of Counsel or a Rating Agency Confirmation; provided, further, prior to the occurrence of a Consultation
Termination Event, any amendment pursuant to this clause (vi) that would adversely affect the rights of the Controlling
Class Certificateholder or the Directing Certificateholder shall be subject to the consent of such affected party or parties;


 


(vii)         to amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned
to each Class of Certificates by the Rating Agency, as evidenced by Rating Agency Confirmation; provided, that such amendment
or supplement would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Holders
not consenting thereto, as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor,
the Servicer, the Certificate Administrator and the Trustee, 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 cause
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel, and (C) Rating
Agency Confirmation is obtained; provided, that prior to the occurrence of a Consultation Termination Event, any amendment
pursuant to this clause (viii) that would adversely affect the rights of the Controlling Class Certificateholder or
the Directing Certificateholder will be subject to the consent of such affected party or parties;


 


(ix)           to modify the procedures of this Agreement relating to compliance with Rule 17g-5 or Rule 15Ga-1 of the Exchange
Act; provided that such amendment does not materially increase the responsibilities of any of the Servicer, the Special
Servicer, the Certificate Administrator, the 17g-5 Information Provider or the Trustee, unless such party consents thereto; provided,
further that such amendment shall not adversely affect in any


 






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material respects the interests of any Certificateholders
or Companion Loan Holders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificates or Companion Loan Securities
are then rated, receipt of Rating Agency Confirmation;


 


(x)            to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules, Regulation RR 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 risk retention requirements in the event of
such repeal; provided that no such modification, elimination or addition may change in any manner the rights or obligations
of any holder of the RR Interest under this Agreement or the related risk retention agreement without the consent of such holder.


 


(xi)           to modify, eliminate or add to any of the provisions of this Agreement to such extent as will be necessary for any Other
Securitization Trust to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in
CFR 239.45(b)(1)(ii), (iii) or (iv).


 


No other amendment to
this Agreement may be made without the consent of the Companion Loan Holders if such amendment materially adversely affects the
rights of the Companion Loan Holders under this Agreement.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Sellers
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Sellers, and no such amendment may change in
any manner the rights of the Initial Purchasers under this Agreement without the consent of the Initial Purchasers.


 


(b)           Subject to the rights of the Companion Loan Holders to consent to certain amendments to this Agreement under Section 11.1(a),
this Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the
Percentage Interests of each Class of Certificates (including, for the avoidance of doubt, any holder of the RR Interest) adversely
affected thereby (as evidenced by an Opinion of Counsel) 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 the Certificates;
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 Loan which are required to be distributed on any Certificate, (ii) alter in any manner
the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer, or the Trustee
to make an Advance or alter the Accepted Servicing Practices set forth herein, (iv) change the percentages of Voting Rights
or Percentage Interests of Certificateholders that are required to consent to any action or inaction under this Agreement; (v)
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Sellers
under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan


 






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Sellers as a third party beneficiary
hereunder, without the consent of the Mortgage Loan Sellers or (vi) amend this Section 11.1.


 


It shall not be necessary
for the consent of Certificateholders under this Section 11.1 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.


 


Notwithstanding any contrary
provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to
this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted hereunder and all conditions to such amendment have been satisfied and (ii) no amendment shall be made to this
Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense
of the party requesting the amendment, that the amendment will not result in in the imposition of federal income tax on the Trust
or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


Notwithstanding any contrary
provision contained in this Agreement, no amendment to this Agreement may be made that (i) changes in any manner the rights
and/or obligations of the Mortgage Loan Sellers under this Agreement or under the Mortgage Loan Purchase Agreement without the
consent of the Mortgage Loan Sellers, (ii) impairs the rights of an Initial Purchaser hereunder without the written consent
of such Initial Purchaser, and each of the Servicer, Special Servicer, Trustee or Certificate Administrator may, but will not be
obligated to, enter into any amendment to this Agreement that it determines affects its respective rights, duties or immunities
or creates any additional liability for the Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, under
this Agreement.


 


(c)           Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the
same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 8.15(b), and thereafter, the Certificate
Administrator shall furnish written notification of the substance of such amendment to each Certificateholder, the Trustee, the
Depositor, the Servicer, the Special Servicer, the Initial Purchasers and the Rating Agencies.


 


(d)           In the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1
shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 11.1, the required Certificateholders, Companion Loan Holders, Mortgage
Loan Sellers and/or Initial Purchasers, as applicable.


 


(e)           The costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating
Agency Confirmations, shall be borne by the party requesting such amendment or as otherwise provided in Section 11.1(a)
(or, if such amendment is required by any of the Rating Agencies to maintain the rating issued by it or


 






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requested by the Trustee
or the Certificate Administrator (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee
or the Certificate Administrator), then at the expense of the Depositor and, if neither the Depositor nor any successor thereto
is in existence, the Trust Fund).


 


11.2.       
Recordation of Agreement; Counterparts. (a)  This Agreement or an abstract hereof, if acceptable by the
applicable recording office, is subject to recordation in all appropriate public offices for real property records in the county
in which the Mortgaged Property subject to the Mortgage is situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Trustee or the Certificate Administrator as a Trust Fund Expense upon its receipt of an
Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)           This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual
on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or
(iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant
provisions of the Uniform Commercial Code (“UCC”) (collectively, “Signature Law”), in each
case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all
purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto
shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual
signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify
the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original
manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due
to the character or intended character of the writings.


 


11.3.       
Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction. 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 SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


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 OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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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.


 


11.4.       
Notices. All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given
upon receipt (except that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to
have been given upon being sent by first class mail, postage prepaid) as follows:


 


If to the Trustee, to:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) BXP 2021-601L

Fax Number: (410) 715-2380

Email: cts.cmbs.bond.admin@wellsfargo.com, and to

trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


If to the Certificate Administrator,
to:



Computershare Trust Company

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BXP 2021-601L


 


with a copy to:



Email: trustadministrationgroup@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 






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or in the case of a request for
release, surrender, transfer or exchange of Certificates other than the RR Interest during the Risk Retention Period to:



Computershare Trust Company, N.A.

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55415

Attn: Certificate Transfer Services – BXP 2021-601L


 


or in the case of release, transfer
or surrender, transfer or exchange of the RR Interest during the Risk Retention Period:



Computershare Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – BXP 2021-601L


 


with a copy to:


 


riskretentioncustody@wellsfargo.com


 


or in the case of the Custodian,
to:



Computershare Trust Company, N.A.

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group 2021-601L


 


With a copy to:



Email: cmbscustody@wellsfargo.com


 


If to the Depositor, to:



Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

30 Hudson Yards, 15th Floor

New York, New York 10001

Attention: A.J. Sfarra

cmbsnotices@wellsfargo.com


 


with a copy to:



Troy B. Stoddard, Esq.

Wells Fargo Legal Department


 






    -211-


     


    

 


Wells Fargo

550 S Tryon Street, 34th Floor,

Charlotte, North Carolina 28202





MAC D1086-341





Troy.Stoddard@wellsfargo.com


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder, Esq.

Telephone: (704) 348-5309

Facsimile: (704) 348-5200

Email: David.Burkholder@cwt.com


 


and for items regarding the Investor
Q&A Forum, to:



REAM_InvestorRelations@wellsfargo.com


 


and for any items relating to
the Rating Agency Q&A Forum/Document Request Tool, to:



RAInvRequests@wellsfargo.com


 


If to the Servicer, to:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 S. Tryon Street





MAC D1086-23A, 23rd Floor

Charlotte, North Carolina 28202

Attention: BXP 2021-601L Asset Manager

Fax Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:



K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann





Reference: BXP 2021-601L





Fax Number: (704) 353-3190


 






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and for items regarding the Investor
Q&A Forum, to:



REAM_InvestorRelations@wellsfargo.com


 


and for any items relating to
the Rating Agency Q&A Forum/Document Request Tool, to:



RAInvRequests@wellsfargo.com


 


If to the Special Servicer, to:



Sits Holdings, LLC

101 Montgomery Street, Suite 2250

San Francisco, California 94104

Attention: Stacey Ciarlanti

Email: staceyciarlanti@situsamc.com


 


with a copy to:


 


Situs Group, LLC

5065 Westheimer, Suite 700E

Houston, Texas 77056

Attention: Legal Department

Email: legal@situsamc.com


 


If to the Retaining Sponsor,
to:



Wells Fargo Bank, National Association

375 Park Avenue, 2nd Floor

New York, New York 10152

Attention: A.J. Sfarra

Facsimile: (212) 214-8970





CMBSNOTICES@wellsfargo.com


 


with a copy to:



Troy B. Stoddard, Esq.

Wells Fargo Law Department, MAC D1086-341

550 S Tryon Street, 34th Floor

Charlotte, North Carolina 28202

Facsimile: (704) 715-2378





Email: Troy.Stoddard@wellsfargo.com


 






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with a copy to:



Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder, Esq.

Telephone: (704) 348-5309

Facsimile: (704) 348-5200

Email: David.Burkholder@cwt.com


 


If to WFB as Risk Retention Consultation
Party relating to the RR Interest:


 


Wells Fargo Bank, National Association

301 South College Street

Charlotte, North Carolina 28202

Attention: BXP Trust 2021-601L


 


with a copy to:



Troy B. Stoddard, Esq.

Wells Fargo Law Department, MAC D1086-341

550 S Tryon Street, 34th Floor

Charlotte, North Carolina 28202

Facsimile: (704) 715-2378





Email: Troy.Stoddard@wellsfargo.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft
LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder, Esq.

Telephone: (704) 348-5309

Facsimile: (704) 348-5200

Email: David.Burkholder@cwt.com


 


If to MSMCH as Risk Retention
Consultation Party relating to the RR Interest, to:


 


Morgan Stanley Mortgage Capital
Holdings LLC





1585 Broadway





New York, New York 10036





Attention: Jane Lam


 


with a copy to:



Morgan Stanley Mortgage Capital Holdings LLC





1633 Broadway





 






    -214-


     


    

 


New York, New York 10019





Attention: Legal Compliance Division


 


with a copy via email to: cmbs_notices@morganstanley.com


 


If to GACC as Risk Retention
Consultation Party relating to the RR Interest, to:


 


German American Capital Corporation





1 Columbus Circle





New York, New York 10019





Attention: Lainie Kaye


 


with a copy vie email to: cmbs.requests@db.com






 


If to CREFI as Risk Retention
Consultation Party relating to the RR Interest, to:


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with a copy to:


 


Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with a copy to:


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with copies by e-mail to: richard.simpson@citi.com
and ryan.m.oconnor@citi.com


 


If to the Initial Purchasers,
to:



c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 






    -215-


     


    

 


Facsimile: (212) 214-8970


 


with a copy to:



Troy B. Stoddard, Esq.

Wells Fargo Law Department, MAC D1086-341

550 S Tryon Street, 34th Floor

Charlotte, North Carolina 28202

Email: troy.stoddard@wellsfargo.com;


 


Deutsche Bank Securities Inc.

Commercial Mortgage-Backed Securities

1 Columbus Circle

New York, New York 10019

Attention: Lainie Kaye;


 


Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with copies to:


 


Morgan Stanley Mortgage Capital
Holdings LLC

1633 Broadway, 29th Floor

New York, New York 10019

Attention: Legal Compliance Division


 


and a copy by email to:


 


cmbs_notices@morganstanley.com;


 


Citigroup Global Markets Inc.

390 Greenwich Street

New York, New York 10013


 


If to any Certificateholder,
to:



the address set forth in the Certificate Register


 


If to the Loan Parties:



at the respective addresses therefor set forth in the Loan Agreement


 


In the case of any Companion
Loan Holder:



The address set forth in the Co-Lender Agreement.


 






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or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


 


11.5.       
Notices to the Rating Agencies. Any notices or documents required to be delivered to the Rating Agencies under this
Agreement and any other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies from any party
hereto to the extent such party has or can obtain such information without unreasonable effort or expense shall be delivered to
the Rating Agencies at the addresses set forth below; provided, however, that such other information is first provided
to the 17g-5 Information Provider in accordance with the procedures set forth in Section 8.15(b); provided,
further, that responses, information, reports and communications with respect to any Rating Agency Inquiry conducted or
submitted on the Rating Agency Q&A Forum and Document Request Tool shall not be required to be delivered to the 17g-5 Information
Provider. 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 or Special 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:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


11.6.       
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.


 


11.7.       
Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an
accounting or to take any action or to commence any proceeding in any court for a petition or winding up of the Trust Fund, or
otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, 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 Certificateholders be under any liability to any third party by
reason of any action by the parties to this Agreement pursuant to any provision hereof.


 






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No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of
this Agreement, the Certificates to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, any Certificate, unless such Holder previously shall have given to the Trustee a written notice of a Servicer
Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as herein before provided,
and unless the Holders of Certificates aggregating not less than 50% of the Voting Rights of the Certificates shall also 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 reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; it being understood and intended, and being 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 whatever by virtue or by availing itself or themselves of any provisions of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder except as provided herein or therein with respect to entitlement to payments or to
enforce any right under this Agreement or the Certificates, except in the manner herein provided and for the common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity. By virtue of its purchase of a Certificate,
each Certificateholder shall be deemed to have acknowledged that it shall make its own decisions regarding its rights and protections
relevant to the Trust and shall not be relying on the Trustee or any other deal party.


 


11.8.       
Certificates Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations
of the Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever,
and the Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall
be deemed fully paid.


 


11.9.       
Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


 


11.10.     
No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between
the parties hereto.


 


11.11.    
Actions of Certificateholders. (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken


 






    -218-


     


    

 


by Certificateholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered
to the Certificate Administrator and, where required, to the Depositor, the Trustee, the Servicer or the Special Servicer. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer and the Special Servicer if
made in the manner provided in this Section 11.11.


 


(b)           The fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Certificate Administrator deems sufficient.


 


(c)           Any request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every
Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or,
the Special Servicer in reliance thereon, whether or not, with respect to the Certificates, notation of such action is made upon
such Certificate.


 


(d)           The Certificate Administrator and the Trustee may require additional proof of any matter referred to in this Section
11.11 as it shall deem reasonably necessary.


 


11.12.     
Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to
Sections 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other
parties hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No Person other than a party
to this Agreement, the Initial Purchasers and any Certificateholder shall have any rights with respect to the enforcement of any
of the rights or obligations hereunder. Without limiting the foregoing, the parties to this Agreement specifically agree that (i) the
Mortgage Loan Sellers shall be a third-party beneficiary of this Agreement with respect to any provisions relating to the Mortgage
Loan Sellers, (ii) unless it is a Borrower Affiliate, each Companion Loan Holder shall be a third-party beneficiary of this
Agreement with respect to the rights afforded it under this Agreement, (iii) each Other Depositor and Other Exchange Act Reporting
Party shall be third-party beneficiary of this Agreement with respect to its rights under Article 12, and (iv) none
of the Borrower Affiliates, the Property Manager or other party to the Whole Loan is an intended third-party beneficiary of this
Agreement (provided that the Borrower shall be entitled to notices to the extent expressly provided herein).


 


11.13.     
Acceptance by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment
as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each
such capacity pursuant to the terms of this Agreement.


 






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11.14.     
Streit Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k
or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition
to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126
and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or
cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k
shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of
said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory
provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 


11.15.      Assumption by Trust of Duties and Obligations of the Mortgage Loan Sellers Under the Loan Documents. The Trustee
and the Certificate Administrator on behalf of the Trust as assignee of the Mortgage Loan and the Servicer and Special Servicer
hereby acknowledge that the Trust assumes all of the rights and obligations of the Mortgage Loan Sellers as a lender under the
Loan Documents and agrees to be bound thereby, and in accordance with the terms thereof.


 


11.16.     
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loan pursuant to this Agreement 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 and to the assets comprising the Trust Fund, including
without limitation, the Mortgage Loan, all principal and interest received or receivable with respect to the Mortgage Loan (other
than payments of interest due and payable prior to the Closing Date and principal payments received prior to the Closing Date),
all amounts held from time to time in the Collection Account (subject to the rights of the Companion Loan Holders with respect
to any amounts that are required to be distributed to the Companion Loans pursuant to the Co-Lender Agreement), the Distribution
Account, and, if established, the Foreclosed Property Account, and all reinvestment earnings on such amounts, and all of the Depositor’s
right, title and interest in and to the proceeds of any title, hazard or other insurance policies related to the Mortgage Loan
and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be
filed, as a precautionary filing, UCC Financing Statements in all appropriate locations promptly following the initial issuance
of the Certificates and RR Interest to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and the Trustee)
and by the Depositor to the Trustee (copies of which shall be delivered no later than ten (10) days following the Closing Date),
and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable), but in no event at the expense
of the Trust, prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every
fifth anniversary of the date of the initial UCC Financing Statement. This Section 11.16 shall constitute notice to the
Trustee pursuant to any of the requirements of the applicable UCC.


 






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11.17.   
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreement. It is expressly agreed
and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers
and the Depositor be able to obtain the benefit of the provisions of Section 9.1 and Section 9.2 of the Loan Agreement. Therefore,
the Depositor and Trustee hereby agree to cooperate with the Mortgage Loan Sellers and the Depositor with respect to the benefits
of the provisions of Section 9.1 and Section 9.2 of the Loan Agreement with respect to securitization indemnification, including,
without limitation, reassignment to the Mortgage Loan Sellers or the Depositor, as applicable, of such provisions, but no other
portion of the Loan Documents, to permit the Mortgage Loan Sellers, the Depositor and their affiliates to enforce such provisions
for their respective benefits.


 


12.             
REMIC ADMINISTRATION


 


12.1.       
REMIC Administration. (a)  The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC
shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify
it as, a REMIC, and the provisions hereof shall be interpreted consistently with this intention.


 


(b)           The Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the
Upper-Tier REMIC to treat the segregated pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election
shall be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued.


 


(c)           The Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular Certificates
and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the later Rated Final Distribution
Date.


 


(d)           The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the
Trustee shall timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other
permissible means. Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished
to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that Holders
of the Certificates may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative
of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such additional information as may be
required by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within ten (10) Business Days of the Closing Date to provide any information reasonably requested by the Servicer or the
Certificate Administrator and necessary to make such filing). The Certificate Administrator shall be responsible for the preparation
of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein,
and is hereby directed to execute such IRS Form W-9; provided, however, the


 






    -221-


     


    

 


Certificate Administrator shall also
be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(e)           The Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection
with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course
of its business, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties
under this Agreement, including without limitation any expenses, costs or liabilities associated with audits or any administrative
or judicial proceedings with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities,
shall be reimbursable from the Trust Fund.


 


(f)            The Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee
to sign (and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state
and local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as
the direct representative for such Trust REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing
such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its
possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this subsection,
and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)           The Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting
and other tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator
shall provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified
Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization
and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Depositor shall
provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its
possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its obligations under
this subsection.


 


(h)           The Certificate Administrator shall be the “partnership representative” (within the meaning of Code Section 6223
of the Upper-Tier REMIC and the Lower-Tier REMIC. The Class R Certificateholders, by acceptance of the Class R Certificates,
agree, on behalf of themselves and all successor holders of such Class R Certificates, to the designation of the Certificate
Administrator as the “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC.


 






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(i)            The Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform
their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)            The Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take
any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC and to take any action, within their respective control
and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) unless permitted
under Section 12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including
but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
as defined in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse REMIC
Event”) unless (A) the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at
the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders) with
respect to such action or (B) the Certificate Administrator and the Servicer have received an opinion (at the expense of the party
seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders) to the effect that such action
will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax will actually
be imposed.


 


(k)           Any and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any tax on
contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer,
upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of
any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall
have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in connection with the
breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.


 


(l)            The Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier
REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Mortgage Loan shall, for federal
income tax purposes, be allocated first to interest due and payable on the Mortgage Loan (including interest on overdue interest)
other than Default Interest. The books and records must be sufficient concerning the nature and amount of the investments of the
Lower-Tier REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


 


(m)          None of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement
by which either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 






    -223-


     


    

 


(n)           In order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide,
or cause to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data
that the Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices
of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows
of the Regular Certificates and the Class R Certificates, as applicable, and the projected cash flows on the Mortgage Loan. Thereafter,
the Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon
request therefor, any such additional information or data that the Certificate Administrator may, from time to time, reasonably
request in order to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator
is hereby directed to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special
Servicer in the preparation of all federal, state or local income, franchise or other tax and information returns and reports for
each of the Lower-Tier REMIC and Upper-Tier REMIC to Certificateholders as required herein. The Depositor hereby indemnifies the
Certificate Administrator for any losses, liabilities, damages, claims or expenses of the Certificate Administrator arising from
any errors or miscalculations of the Certificate Administrator pursuant to this Section 12.1 that result from any failure
of the Depositor to provide or to cause to be provided, accurate information or data to the Certificate Administrator (but not
resulting from the methodology employed by the Certificate Administrator) on a timely basis and such indemnifications shall survive
the termination of this Agreement and the termination of the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


(o)           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 Code Section 6221
(or successor provisions) to either the Lower-Tier REMIC or the Upper-Tier REMIC and (ii) to avoid payment by either the Lower-Tier
REMIC or the Upper-Tier REMIC under Code Section 6225 (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. A Holder of any Class R
Certificate agrees, by acquiring such Certificate, to any such elections.


 


12.2.       
Foreclosed Property. (a)  The parties hereto acknowledge and understand that if the Trust Fund were to
acquire the Mortgaged Property as a Foreclosed Property and were to own and operate such Mortgaged Property in a manner consistent
with the manner in which the Mortgaged Property is currently owned and operated by the Borrower, through a Successor Property Manager,
some portion or all of the income derived in the Lower-Tier REMIC from the


 






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Foreclosed Property may be considered “net income
from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax
rates.


 


In determining whether
to acquire and hold the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these
circumstances into account and shall only acquire the Foreclosed Property if it determines, in its reasonable judgment (after,
consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative method
of administering the Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property
or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust Fund, after taking into account
any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the likely recovery to
the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property.
If the Trust Fund acquires the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if the Manager would
not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace the Property
Manager with a Successor Property Manager (as appropriate and to the extent permitted under such Management Agreement) so that
the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable
efforts, the Special Servicer determines that it is in the best interests of Certificateholders on a net after-tax basis to operate
the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of
Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or
cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or
retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent
such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(viii).


 


Without limiting the
generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)            permit the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed 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 the Foreclosed 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 improvements was completed before default
on the Whole Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)          Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than
through an Independent Contractor, the Foreclosed Property on any date more than ninety (90) days after its acquisition date.


 






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(b)           The Special Servicer, acting on behalf of the Trustee hereunder, shall make efforts consistent with the Accepted Servicing
Practices to sell the Foreclosed Property for its fair market value in accordance with Section 3.15. In any event,
however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is
practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs
unless the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”)
by the IRS to sell such Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed
Property for an additional specified period will neither result in the imposition of taxes on “prohibited transactions”
of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC at any time that the Certificates are outstanding, in which event such period shall be extended by such additional
specified period, with the expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Special
Servicer, on behalf of the Trustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on
behalf of the Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer
period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee,
has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed
Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such
an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within
the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case
may be, auction the Foreclosed Property to the highest bidder (which may be the Special Servicer) in accordance with Accepted Servicing
Practices. Subject to the foregoing, the Special Servicer will generally be required to solicit offers for the Foreclosed Property
so acquired in such a manner as will be reasonably likely to realize a fair price for the Mortgaged Property.


 


(c)           Within thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate
Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Mortgaged Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of
such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated
from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or
Trustee may reasonably request.


 


12.3.       
Prohibited Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale
or disposition of the Mortgage Loan at a time when the Mortgage Loan is not the subject of a breach of a representation or is not
in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy
or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC (other
than the Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for gain,
nor receive any amount representing a fee or other compensation for services, nor accept any contributions to either the Lower-Tier
REMIC or the Upper-Tier REMIC (other than a cash contribution during the three-month period beginning on the Startup Day), unless
it has received


 






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an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such
disposition, acquisition, substitution or acceptance will not (a) affect adversely the status of either the Lower-Tier REMIC or
the Upper-Tier REMIC as a REMIC, or of the Certificates as representing regular interests therein, (b) affect the distribution
of interest or principal on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to either the
Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement), or (d) cause either the Lower-Tier
REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions” or “prohibited contributions”
pursuant to the REMIC Provisions.


 


12.4.                  Indemnification with Respect to Certain Taxes and Loss of REMIC Status.


 


(a)           If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs
state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of its duties and obligations
specifically set forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and
duties thereunder, the Certificate Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities
or expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator shall
not be liable for any such Losses attributable to the action or inaction of the Servicer, the Special Servicer, the Depositor,
or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of the
Class R Certificates, the Servicer, the Special Servicer, or the Depositor, on which the Certificate Administrator has relied.
The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates
at law or in equity.


 


(b)           If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs
state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer in the performance of
its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard
of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund
against any and all losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case
may be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor,
the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator,
the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has
relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R
Certificates at law or in equity.


 


13.           EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1.       
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13
of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB
and the related rules and


 






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regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and
13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other
performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act
and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change
over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made
by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB. In connection with the BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates,
Series 2021-601L, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor,
the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make
available to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements,
reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the
reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange
Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor
or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement
shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event,
shall, upon reasonable advance written request, provide information in sufficient time to allow each Other Depositor to satisfy
any related filing requirements. For purposes of this Article 13, to the extent any party has an obligation to exercise
commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal
action against such third party in connection with such obligation.


 


13.2.       
Succession; Sub-Servicers; Subcontractors. (a)  For so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 13.7 of this
Agreement), in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer
(to the extent such Sub-Servicer is a “servicer” meeting the criteria contemplated by Item 1108(a)(2) of Regulation AB)
under this Agreement by any Person (i) into which the Servicer and Special Servicer or such Sub-Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Servicer and Special Servicer or any such Sub-Servicer,
the Servicer or Special Servicer, as applicable (depending on whether such succession involves it or one of its Sub-Servicers),
shall provide (other than in the case of a succession pursuant to an appointment under Section 7.1 or 7.2, in
which case the successor Servicer or successor Special Servicer, as applicable, shall provide) to any Other Depositor as to which
the applicable Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession
or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality
agreement (and as long as such notice is not given by a successor Servicer or successor Special Servicer appointed under Section 7.1
or 7.2), and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice
to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and


 






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in form and substance
reasonably satisfactory to each such Other Depositor, all information relating to such successor Servicer reasonably requested
by any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to
the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(b)           For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the
Servicer, the Special Servicer, any Sub-Servicer, the Trustee and the Certificate Administrator (each of the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 13.2(b)
and Section 13.2(c), a “Servicing Party”) is permitted to utilize one or more Subcontractors to
perform certain of its obligations hereunder. Such Servicing Party shall promptly upon written request provide to any Other Depositor
as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory to each such Other
Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicing Party
during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicing Party shall
cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function Participant to comply with
the provisions of Section 13.8 and Section 13.9 of this Agreement to the same extent as if such Subcontractor
were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to obtain from such Sub-Servicer) and deliver to
the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 13.8 and Section 13.9 of this Agreement, in each case, as and when
required to be delivered.


 


(c)           For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicing Party engages a Subcontractor, other than a Sub-Servicer set forth on Exhibit V, in connection
with the performance of any of its duties under this Agreement, such Servicing Party shall be responsible for determining whether
such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether such Subcontractor
meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicing Party determines, pursuant
to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation
AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed
to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer shall not be effective unless and
until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable
Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement (other than such agreements
set forth on Exhibit V hereto) shall be effective until five (5) Business Days after such written notice is received
by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice shall contain all information reasonably
necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting Party as to which the applicable Companion
Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other
Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


 






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(d)           For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or
Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor,
at least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be
violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 13.6
of this Agreement) and shall furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary
for each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant
to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


13.3.       
Other Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable
efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each
Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the
Exchange Act.


 


13.4.       
Form 10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, within five (5) calendar days after the related Distribution Date (using commercially reasonable efforts), but in
no event later than noon (New York City time) on the sixth calendar day after the related Distribution Date, (i) the parties
as set forth on Exhibit R-1 to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party
and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes,
to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge thereof (other than information required
by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or
Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in EDGAR-compatible format
(to the extent available to such party in such format), or in such other format as otherwise agreed upon by each such Other Exchange
Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure,
if applicable, and (ii) the parties listed on Exhibit R-1 to this Agreement shall include with such Additional
Form 10-D Disclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set
forth on Exhibit V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such
party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification
in the form attached as Exhibit U to this Agreement. The Certificate Administrator has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit R-1 to this Agreement of their duties under
this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.


 






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13.5.       
Form 10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, no later than March 1, commencing in March 2022, (i) the parties listed on Exhibit R-1 to
this Agreement shall be required to provide (and with respect to any Servicing Function Participant of such party (other than any
party to this Agreement), shall cause such Servicing Function Participant (or, in the case of each Sub-Servicer set forth on Exhibit V,
shall use commercially reasonable efforts to cause such Sub-Servicer) to provide) to each Other Exchange Act Reporting Party and
each Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes,
to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information
required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer
or Responsible Officer, as the case may be, or any lawyer in the in house legal department of such party), in EDGAR compatible
format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by each such Other
Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional Form 10-K
Disclosure described on Exhibit R-2 to this Agreement applicable to such party, and (ii) the parties listed on
Exhibit R-2 to this Agreement shall include with such Additional Form 10-K Disclosure applicable to such party
and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially
reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB
to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit U to this
Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit R-2 to this Agreement of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-K Disclosure information.


 


13.6.       
Form 8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other
than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible
Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence
of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially
reasonable efforts), but in no event later than the close of business (New York City time) on the second Business Day after the
occurrence of a Reportable Event, (i) the parties set forth on Exhibit T to this Agreement shall be required to
provide (and (i) with respect to any Servicing Function Participant of such party that is a Sub-Servicer set forth on Exhibit V,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to
any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to each Other Depositor and each Other Exchange Act Reporting Party to which the particular Form 8-K
Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to
such party in such format) or in such other format as otherwise agreed upon by each such Other Depositor, each such Other Exchange
Act Reporting Party and such providing parties, any Form 8-K Disclosure Information described on Exhibit T to
this Agreement as applicable to such party, if applicable, and (ii) the parties listed on Exhibit T to this Agreement
shall include with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in
the case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause


 






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such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached hereto as Exhibit U. The Certificate Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph
or proactively solicit or procure from such parties any Form 8-K Disclosure Information.


 


13.7.       
Annual Compliance Statements. On or before March 1 of each year, commencing in 2022, each of the Servicer, the
Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and
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 Applicable Servicing Criteria applicable to it), at its own expense, shall furnish
(and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit V
with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such
Servicing Function Participant and each of the Servicer, Special Servicer and the Certificate Administrator, a “Certifying
Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant
to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan
that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s
Certificate stating in form and substance similar to the form attached hereto as Exhibit W, 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, as applicable,
has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such
review, such Certifying Servicer has fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement,
as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer,
respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has
entered into a servicing relationship with respect to the Mortgage Loan or the Companion Loans in the fulfillment of any Certifying
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
each Certifying Servicer under this Section 13.7 apply to each such Certifying Servicer that serviced the Mortgage
Loan or a Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the
time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant
to this Section 13.7 shall be made available to any Privileged Person by the Certificate Administrator by posting such
Officer’s Certificate to the Certificate Administrator’s Website pursuant to


 






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Section 8.14(b). Neither the
Servicer nor the Special Servicer shall be required to furnish or cause the delivery of any such Officer’s Certificate 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 Trust, 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 Trust for the preceding calendar year.


 


13.8.       
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year, commencing
in 2022, the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the
Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the
Certificate Administrator and 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 Applicable Servicing Criteria applicable to it),
each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that
is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship with respect to the
Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator, the Trustee and any Servicing
Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5
Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s
Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holders (or,
in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party), a report substantially in the form of Exhibit X on an assessment of compliance with the Applicable
Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance
with the Applicable Servicing Criteria, (B) a statement that, to the best of such Reporting Servicer’s knowledge, such
Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Applicable Servicing Criteria as of the end of and for the preceding calendar
year, including, if there has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion
of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is
a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Applicable Servicing Criteria as of and for such period. Neither the Servicer nor the Special
Servicer shall be required to furnish or cause the delivery of any such report on an assessment of compliance 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 Trust,
the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of any Other Securitization Trust
for the preceding calendar year. Copies of all compliance reports delivered pursuant to this Section 13.8 shall be
provided to any Certificateholder, upon the written request therefor and submission of an Investor Certification in the form of
Exhibit K-1, by the Certificate Administrator.


 


Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to


 






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the reporting
requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review
each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance
with the Applicable Servicing Criteria.


 


(b)           On the Closing Date, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator each acknowledge
and agree that Exhibit L to this Agreement sets forth the Applicable Servicing Criteria for such party.


 


(c)           No later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator shall
notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the
name of each Servicing Function Participant utilized by it, in each case, and each such notice will specify what specific Servicing
Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the
Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, the Certificate Administrator submit their assessments pursuant to Section 13.8(a) of this Agreement,
such parties, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 13.9)
of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31
of each calendar year.


 


(d)           In the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer set forth
on Exhibit V, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it
to provide (and the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function
Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to
provide) an annual assessment of compliance pursuant to this Section 13.8, coupled with an attestation as required
in Section 13.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator was subject to
this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing agreement.


 


13.9.       
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2022,
the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator and 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 Applicable Servicing Criteria
applicable to it), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing Function
Participant that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship with
respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and
(ii) with respect to any other Servicing Function Participant of such party (other than any party


 






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to this Agreement), shall
cause such Servicing Function Participant to furnish) a registered public accounting firm (which may also render other services
to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Certificate
Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)), the
Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b)), to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer
of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in
accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is
expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly
stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance
with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report required
hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. Copies of all statements delivered
pursuant to this Section 13.9 shall be made available to any Privileged Person by the Certificate Administrator posting
such statement on the Certificate Administrator’s Website pursuant to Section 8.15(b).


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant, the Depositor
and each Other Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator or
the Trustee as to the nature of any defaults by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan
or any Companion Loan, as the case may be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the
Certificate Administrator’s, the Trustee’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub-servicing agreement.


 


13.10.   
Significant Obligor. With respect to the Mortgaged Property and a Companion Loan, if the applicable Other Depositor
has notified the Servicer and 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 the applicable Other Securitization
Trust that includes such Companion Loan, to the extent that the 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
Borrower (in the case of the Whole Loan when it is not a Specially Serviced Whole Loan) or the Special Servicer (in the case of
the Whole Loan when it is a Specially Serviced Whole Loan), beginning with the first calendar quarter


 






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following receipt of such
notice from the Other Depositor, or the updated financial statements of such “significant obligor” for any calendar
year, beginning for the calendar year following receipt of such notice from the Other Depositor, as applicable, the 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, such financial statements of the “significant obligor”, together with the net
operating income of such “significant obligor” for the applicable period as calculated by the Servicer (or by the Special
Servicer and provided to the Servicer in the case of a Specially Serviced Whole Loan or Foreclosed Property) in accordance with
CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days
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 Borrower in such financial statements (or as reported by the Borrower to the Special Servicer and provided by the Special
Servicer to the Servicer in the case of a Specially Serviced Whole Loan or as reported by the Special Servicer with respect to
Foreclosed Property and provided by the Special Servicer to the Servicer).


 


If the Servicer does
not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K,
as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial information
is required to be delivered under the Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other
Securitization Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing agreement to require
any related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Servicer (in
the case of the Whole Loan when it is not a Specially Serviced Whole Loan) or the Special Servicer (in the case of the Whole Loan
when it is a Specially Serviced Whole Loan) shall use efforts consistent with Accepted Servicing Practices (taking into account,
in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial
statements of the Borrower under the Loan Documents.


 


The Servicer (in the
case of the Whole Loan when it is not a Specially Serviced Whole Loan) or the Special Servicer (in the case of the Whole Loan when
it is a Specially Serviced Whole Loan) shall (and shall cause each applicable sub-servicing agreement entered into after receipt
of written notice from the Other Depositor that such Companion Loan is a significant obligor to require any related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower 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 by the Other Securitization Trust, shall forward an
Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other
Depositor related to such Other Securitization Trust. This Officer’s Certificate should be addressed to the certificate


 






    -236-


     


    

 


administrator
at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


13.11.   
Sarbanes-Oxley Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee shall provide (and with
respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide,
or, if the Servicing Funding Participant is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts
to cause to be provided) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust
(the “Certifying Person”) no later than March 1 of the year following the year to which the Form 10-K of
such Other Securitization Trust relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification
in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4
and Exhibit Y-5, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as
an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of
this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer
shall provide a certification to the Certifying Person pursuant to this Section 13.11 with respect to the period of
time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


13.12.   
Indemnification. For so long as the Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold harmless
the Depositor, each Other Depositor and any director or officer of the Depositor or any Other 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 such indemnified party arising out of (i) an actual breach by the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, of its obligations to or for the benefit of the Companion Loan Holders under
this Article 13, (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, in the performance of such obligations or (iii) delivery of any
Deficient Exchange Act Deliverable regarding such party and delivered by or on behalf of such party. The foregoing shall not be
construed to diminish any other provisions regarding indemnification in this Agreement.


 


The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not
a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing Function Participant of such party that is
a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to indemnify and hold harmless the Depositor, each Other Depositor and any director or officer of the Depositor or any Other Depositor
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 indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing agreement, (ii) negligence, bad faith or willful misconduct its part in the performance of
such


 






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obligations, (iii) any failure by a Servicing Party (as defined in Section 13.2(b)) to identify a Servicing Function
Participant pursuant to Section 13.2(b) or (iv) delivery of any Deficient Exchange Act Deliverable regarding such party
and delivered by or on behalf of such party.


 


If the indemnification
provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor,
any Other Depositor or any director or officer of the Depositor or any Other Depositor, then the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified 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 Sections 13.7, 13.8, 13.9 and 13.11 (or breach of its obligations under the applicable sub-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 Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not
a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing Function Participant of such party that is
a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to agree to the foregoing indemnification and contribution obligations. This Section 13.12 shall survive the termination
of this Agreement or the earlier resignation or removal of the Servicer, the Special Servicer or the Certificate Administrator.


 


13.13.   
Amendments. This Article 13 may be amended by the parties hereto pursuant to Section 11.1 of this
Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this
Agreement.


 


13.14.   
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate
Administrator fails to comply with any of its obligations under this Article 13; provided that such termination
shall not be effective until a successor Certificate Administrator shall have accepted the appointment.


 


13.15.                Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a)  Any
other provision of this Article 13 to the contrary notwithstanding, including, without limitation, any deadlines for
delivery set forth in this Article 13, in connection with the requirements contained in this Article 13
that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange
Act Reporting Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to
provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other
Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not


 






    -238-


     


    

 


less
than 30 days’ written notice (which shall only be required to be delivered once and each party shall be entitled to rely
on such notice), setting forth the contact information for such Person(s) and, except as regards the deliveries and cooperation
contemplated by Section 13.7, Section 13.8 and Section 13.9 of this Agreement, stating that
such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable
detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided
that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required
to provide a single written notice to such effect. Any reasonable cost and expense of the Servicer, Special Servicer, Trustee and
Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization
Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization
Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust
as to whether applicable law requires the delivery of the items identified in this Article 13 to such Other Depositor
and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other information
required to be delivered under this Article 13 in connection therewith and (i) upon such confirmation, the parties
shall comply with the deadlines for delivery set forth in this Article 13 with respect to such Other Securitization
Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such items; provided
that no such confirmation shall be required in connection with any delivery of the items contemplated by Section 13.7, Section
13.8 and Section 13.9 of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange
Act Reporting Party for the Other Securitization Trust provides a written statement to the effect that the Other Securitization
Trust is subject to the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement.
The parties hereunder shall also have the right to require that such Other Depositor provide them with the contact details of such
Other Depositor, Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating
to such Other Securitization Trust.


 


(b)           Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 13.15(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit the Companion
Loan Holders to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, at the reasonable cost of the Other Depositor)
for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)           The Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 13.15(a) above, shall each timely provide (to the extent the reasonable cost
thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to
any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 13.15(b) with respect to such party, substantially
identical to those, if any, delivered by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the
case may be, or their respective counsel, in connection with the information concerning such party in the


 






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Offering Circular and/or
any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be, and sufficient to comply with
Regulation AB). None of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated to
deliver any such item with respect to the securitization of a Companion Loan if it did not deliver a corresponding item with respect
to this Trust.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day
and year first above written.


 


	 	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor
	 	 	 
	 	By:	/s/ Anthony J. Sfarra
	 	 	Name:  Anthony J. Sfarra
	 	 	Title:    President





 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer
	 	 	 
	 	By:	/s/ Nachette Hadden
	 	 	Name:  Nachette Hadden
	 	 	Title:    Director





 


	 	SITUS HOLDINGS, LLC, as Special Servicer
	 	 	 
	 	By:	/s/ Adriana Boudreaux
	 	 	Name:  Adriana Boudreaux
	 	 	Title:    Deputy General Counsel





 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator
	 	 	 
	 	By:	/s/ Anna M. Lopez
	 	 	Name:  Anna M. Lopez
	 	 	Title:    Vice President





 


BXP
TRUST 2021-601L: TRUST AND SERVICING AGREEMENT


 






     


     


    

 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Anna M. Lopez
	 	 	Name:  Anna M. Lopez
	 	 	Title:    Vice President




 


BXP
TRUST 2021-601L: TRUST AND SERVICING AGREEMENT


 






     


     


    






 


EXHIBIT
A-1


 


FORM
OF CLASS A CERTIFICATES


 


CLASS
A


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-1-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, ANY RISK RETENTION CONSULTATION PARTY, THE 17G-5
INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST 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.


 


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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, 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 WILL BECOME 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


 






    Exhibit A-1-2


     


    

 


OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES
BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE (OR 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 CODE.


 




    Exhibit A-1-3


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, CLASS A


 


	Pass-Through
    Rate:  2.61800% per annum	 
	 	 
	First
    Distribution Date: January 18, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class A Certificates:  $124,545,000	Rated
    Final Distribution Date:

    January 2044
	 	 
	CUSIP:
    U1227TAA6

    ISIN: USU1227TAA614	Initial
    Certificate Balance of this

    Certificate:  $[_]
	 	 
	CUSIP:
        05607TAA0

        ISIN: US05607TAA075

         

        CUSIP:
05607TAB8

ISIN: US05607TAB896 

         

        No.:
A-[1] 
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X, Class
B, Class C, Class D, Class E and Class R Certificates and RR Interest (collectively with the Class A Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor,


 





 



 


		4	For
Regulation S Global Certificate only.



 


		5	For
Certificate sold in reliance on Rule 144A only.



 


		6	For
IAI Certificates.



 






    Exhibit A-1-4


     


    

 


Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in January 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the


 






    Exhibit A-1-5


     


    

 


owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 






    Exhibit A-1-6


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-1-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021 





 


	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer



 


Certificate
of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer


  




    Exhibit A-1-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 


	Date
of 

Exchange or 

Payment of 

Principal 
	 	Certificate


Balance 

Prior to 

Exchange or 

Payment 
	 	Certificate


Balance 

Exchanged 

or Principal 

Payment 

Made 
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining


Certificate 

Balance 

Following 

Such

Exchange or 

Payment 
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-1-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-1-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 





  




    Exhibit A-1-11


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS X CERTIFICATES


 


CLASS
X


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-2-1


     


    

 


ADMINISTRATOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE
RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOAN IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE PRINCIPAL BALANCE OF THE CLASS A CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, 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
CLASS X CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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,


 






    Exhibit A-2-2


     


    

 


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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES
BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE (OR 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 CODE.


 




    Exhibit A-2-3


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, CLASS X


 


	Pass-Through
    Rate:  Variable IO4	 
	 	 
	First
    Distribution Date:  January 18, 2022	 
	 	 
	Aggregate
    Initial Notional Amount of the Class X Certificates:  $168,530,0005	Rated
    Final Distribution Date:

    January 2044
	 	 
	CUSIP:
    05607TAC6

    ISIN: US05607TAC626	Initial
    Notional Amount of this

    Certificate:  $[_]
	 	 
	CUSIP:
        U1227TAB4

        ISIN: USU1227TAB457

         

        CUSIP:
        05607TAD4

        ISIN: US05607TAD468

         

        No.:
        X-[1]

         
	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class X Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed rate loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class B, Class C, Class D, Class E and Class R Certificates and RR Interest (collectively with the Class X Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 





 



 





4
       The Pass-Through Rate on the Class X Certificates for any Certificate Interest
Accrual Period will be a per annum variable rate and, for each Distribution Date, will equal the weighted average of the
Class X Strip Rates for the Class A and Class B Certificates. The approximate initial Pass-Through Rate applicable to the Class
X Certificates for the initial Distribution Date is 0.11636%.


 


5
       The Notional Amount of the Class X Certificates will equal the sum of the Certificate
Balances of the Class A and Class B Certificates.


 


6
       For Certificate sold in reliance on Rule 144A only.


 


7
       For Regulation S Global Certificate only.


 


8
       For IAI Certificates. 







 






    Exhibit A-2-4


     


    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in January 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class X Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 






    Exhibit A-2-5


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 






    Exhibit A-2-6


     


    

 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-2-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer


 


Certificate
of Authentication


 


This
is one of the Class X Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer


 




    Exhibit A-2-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 

	Date of 

Exchange
	 	Notional 

Amount 

Prior to 

Exchange or 

Payment
	 	Notional 

Amount 

Exchanged
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining 

Notional 

Amount 

Following 

Such 

Exchange
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-


 



 



    Exhibit A-2-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 





 



 





 



 


Date:
__________________


 





		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________


  




    Exhibit A-2-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type
                              name(s)]


 





		Title:	



     


		Taxpayer
Identification Number




 




    Exhibit A-2-11


     


    

 


EXHIBIT
A-3


 


FORM
OF CLASS B CERTIFICATES


 


CLASS
B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-3-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, ANY RISK RETENTION CONSULTATION PARTY, THE 17G-5
INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST 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.


 


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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, 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
CLASS B CERTIFICATE IS SUBORDINATED TO THE CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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


 






    Exhibit A-3-2


     


    

 


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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES
BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE (OR 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 CODE.


 




    Exhibit A-3-3


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, CLASS B


 


	Pass-Through
    Rate:  Variable in accordance with the Trust and Servicing Agreement	 
	 	 
	First
    Distribution Date:   January 18, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class B Certificates:  $43,985,000	Rated
    Final Distribution Date:

    January 2044
	 	 
	CUSIP:
    U1227TAC2

    ISIN: USU1227TAC284	Initial
    Certificate Balance of this

    Certificate:  $[_]
	 	 
	CUSIP:
        05607TAE2

        ISIN: US05607TAE295

         

        CUSIP:
        05607TAF9

        ISIN: US05607TAF936

         

        No.:
B-[1] 
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class C, Class D, Class E and Class R Certificates and RR Interest (collectively with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing


 





 



 


		4	For
Regulation S Global Certificate only.



 


		5	For
Certificate sold in reliance on Rule 144A only.



 


		6	For
IAI Certificates.



 






    Exhibit A-3-4


     


    




 


Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in January 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class B Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the


 






    Exhibit A-3-5


     


    

 


Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-3-6


     


    

 


this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-3-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer


 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer


 




    Exhibit A-3-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 

	Date
of 

Exchange or 

Payment of 

Principal 
	 	Certificate


Balance 

Prior to 

Exchange or 

Payment 
	 	Certificate


Balance 

Exchanged 

or Principal 

Payment 

Made 
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining


Certificate 

Balance 

Following 

Such

Exchange or 

Payment 
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-


 



 



    Exhibit A-3-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 





 



 





 






 


Date:
__________________


 





		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________


 




    Exhibit A-3-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	By:	 
	 		[Please print or type
                              name(s)]


 





		Title:	



     


		Taxpayer
Identification Number:




  




    Exhibit A-3-11


     


    

 


EXHIBIT
A-4


 


FORM
OF CLASS C CERTIFICATES


 


CLASS
C


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-4-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, ANY RISK RETENTION CONSULTATION PARTY, THE 17G-5
INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST 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.


 


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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, 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
CLASS C CERTIFICATE IS SUBORDINATED TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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


 






    Exhibit A-4-2


     


    

 


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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES
BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE (OR 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 CODE.


 




    Exhibit A-4-3


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, CLASS C


 


	Pass-Through
    Rate:  Variable in accordance with the Trust and Servicing Agreement	 
	 	 
	First
    Distribution Date: January 18, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class C Certificates:  $97,850,000	Rated
    Final Distribution Date:

    January 2044
	 	 
	CUSIP:
    U1227TAD0

    ISIN: USU1227TAD014	Initial
    Certificate Balance of this

    Certificate:  $[_]
	 	 
	CUSIP:
        05607TAG7

        ISIN: US05607TAG765

         

        CUSIP:
        05607TAH5

        ISIN: US05607TAH596

         

        No.:
C-[1] 
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class B, Class D, Class E and Class R Certificates and RR Interest (collectively with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing


 





 



 


		4	For
Regulation S Global Certificate only.



 


		5	For
Certificate sold in reliance on Rule 144A only.



 


		6	For
IAI Certificates.



 






    Exhibit A-4-4


     


    

 





Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, and Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in January 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class C Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the


 






    Exhibit A-4-5


     


    

 


Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-4-6


     


    

 


this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-4-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021


 


	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer


 




    Exhibit A-4-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 

	Date
of 

Exchange or 

Payment of 

Principal 
	 	Certificate


Balance 

Prior to 

Exchange or 

Payment 
	 	Certificate


Balance 

Exchanged 

or Principal 

Payment 

Made 
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining


Certificate 

Balance 

Following 

Such

Exchange or 

Payment 
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-


 



 



    Exhibit A-4-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 





 



 





 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________


 




    Exhibit A-4-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 


	 	By:	 
	 		[Please print or type
                              name(s)]


 


		Title:	



     


		Taxpayer
Identification Number:




 




    Exhibit A-4-11


     


    

 


EXHIBIT
A-5


 


FORM
OF CLASS D CERTIFICATES


 


CLASS
D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 






 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-5-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, ANY RISK RETENTION CONSULTATION PARTY, THE 17G-5
INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST 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.


 


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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, 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
CLASS D CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR WILL BECOME 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


 






    Exhibit A-5-2


     


    

 


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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES
BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE (OR 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 CODE.


 




    Exhibit A-5-3


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, CLASS D


 


	Pass-Through
    Rate:  Variable in accordance with the Trust and Servicing Agreement	 
	 	 
	First
    Distribution Date:   January 18, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class D Certificates:  $109,250,000	Rated
    Final Distribution Date:

    January 2044
	 	 
	CUSIP:
    U1227TAE8

    ISIN: USU1227TAE834	Initial
    Certificate Balance of this

    Certificate:  $[_]
	 	 
	CUSIP:
        05607TAJ1

        ISIN: US05607TAJ165

         

        CUSIP:
        05607TAK8

        ISIN: US05607TAK886

         

        No.:
D-[1] 
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class B, Class C, Class E and Class R Certificates and RR Interest (collectively with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing


 





 



 


		4	For
Regulation S Global Certificate only.



 


		5	For
Certificate sold in reliance on Rule 144A only.



 


		6	For
IAI Certificates.



 






    Exhibit A-5-4


     


    

 





Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in January 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the


 






    Exhibit A-5-5


     


    

 


Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-5-6


     


    

 


this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-5-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer


 




    Exhibit A-5-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 

	Date
of 

Exchange or 

Payment of 

Principal 
	 	Certificate


Balance 

Prior to 

Exchange or 

Payment 
	 	Certificate


Balance 

Exchanged 

or Principal 

Payment 

Made 
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining


Certificate 

Balance 

Following 

Such

Exchange or 

Payment 
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-


 



 



    Exhibit A-5-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 





 



 





 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________


 




    Exhibit A-5-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type
                              name(s)]


 





		Title:	



     


		Taxpayer
Identification Number:




 




    Exhibit A-5-11


     


    

 


EXHIBIT
A-6


 


FORM
OF CLASS E CERTIFICATES


 


CLASS
E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 






 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-6-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, ANY RISK RETENTION CONSULTATION PARTY, THE 17G-5
INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST 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.


 


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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, 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
CLASS E CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN
THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 






    Exhibit A-6-2


     


    

 


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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES, WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF THE CERTIFICATES
BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA AND SECTION
4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN SUBJECT TO
SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
VIOLATION UNDER 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 CODE AND CERTAIN OTHER ASSETS.


 




    Exhibit A-6-3


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, CLASS E


 


	Pass-Through
    Rate:  Variable in accordance with the Trust and Servicing Agreement	 
	 	 
	First
    Distribution Date:   January 18, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class E Certificates:  $29,735,000	Rated
    Final Distribution Date:

    January 2044
	 	 
	CUSIP:
    U1227TAF5

    ISIN: USU1227TAF584	Initial
    Certificate Balance of this

    Certificate:  $[_]
	 	 
	CUSIP:
        05607TAL6

        ISIN: US05607TAL615

         

        CUSIP:
        05607TAM4

        ISIN: US05607TAM456

         

        No.:
E-[1] 
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class E Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class B, Class C, Class D and Class R Certificates and RR Interest (collectively with the Class E Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing


 





 



 


		4	For
Regulation S Global Certificate only.



 


		5	For
Certificate sold in reliance on Rule 144A only.



 


		6	For
IAI Certificates.



 






    Exhibit A-6-4


     


    

 


Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in January 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the


 






    Exhibit A-6-5


     


    

 


Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature,


 






    Exhibit A-6-6


     


    

 


this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-6-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021


 


	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 


Certificate
of Authentication


 


This
is one of the Class E Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 




    Exhibit A-6-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 

	Date
of 

Exchange or 

Payment of 

Principal 
	 	Certificate


Balance 

Prior to 

Exchange or 

Payment 
	 	Certificate


Balance 

Exchanged 

or Principal 

Payment 

Made 
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining


Certificate 

Balance 

Following 

Such

Exchange or 

Payment 
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-


 



 



    Exhibit A-6-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 





 



 





 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________


 




    Exhibit A-6-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	By:	 
	 		[Please print or type
                              name(s)]


 





		Title:	



     


		Taxpayer
Identification Number




 




    Exhibit A-6-11


     


    

 


EXHIBIT
A-7


 


FORM
OF RR INTEREST


 


RR
INTEREST


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES. 
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 THE TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. 
THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH
SECTION 5.3(n)(v) OF THE TRUST AND SERVICING AGREEMENT.


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RETENTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RETENTION PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 






    Exhibit A-7-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, ANY RISK RETENTION CONSULTATION PARTY, THE 17G-5
INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST 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.


 


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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


PAYMENTS
ON THIS RR INTEREST ARE DISTRIBUTABLE TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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


 






    Exhibit A-7-2


     


    

 


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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES, WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF THE CERTIFICATES
BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA AND SECTION
4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN SUBJECT TO
SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
VIOLATION UNDER 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 CODE AND CERTAIN OTHER ASSETS.


 




    Exhibit A-7-3


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, RR INTEREST


 


	Pass-Through
Rate: N/A 

        The
Certificated RR Interest will not have a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal to
the weighted average of the Net Trust Note Rates for the related Distribution Date. 
	 
	 	 
	First
    Distribution Date:   January 18, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the RR Interest:  $21,335,000	Rated
    Final Distribution Date: N/A
	 	 
	CUSIP:  [_]

    ISIN:  N/A	Initial
    Certificate Balance of this

    Certificate:  $[_]
	 	 
	No.:
RR-[1] 
	 
	 	 


This
certifies that [Wells Fargo Bank, National Association][ Deutsche Bank AG, New York Branch][ Morgan Stanley Bank, N.A.][ Citi
Real Estate Funding Inc.] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the RR Interest. The Trust Fund consists primarily of 8 promissory notes secured
by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”). The
Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B,
Class C, Class D, Class E and Class R Certificates (collectively with the RR Interest, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 






    Exhibit A-7-4


     


    

 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, commencing in January 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the RR Interest
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. As provided in the Trust and Servicing Agreement,
subject to certain restrictions on transfer set forth therein, this Certificate may only be transferred upon receipt by the Certificate
Administrator of (i) a certificate from the prospective Transferee in the form set forth in the Trust and Servicing Agreement,
countersigned by the Retaining Sponsor and (ii) a certificate from the prospective Transferor in the form set forth in the Trust
and Servicing Agreement, countersigned by the Retaining Sponsor.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the


 






    Exhibit A-7-5


     


    

 


owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 






    Exhibit A-7-6


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-7-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021


 


	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 


Certificate
of Authentication


 


This
is a part of the RR Interest referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 





	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 




    Exhibit A-7-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this Definitive Certificate have been made:


 

	Date
of 

Exchange or 

Payment of 

Principal 
	 	Certificate


Balance 

Prior to 

Exchange or 

Payment 
	 	Certificate


Balance 

Exchanged 

or Principal 

Payment 

Made 
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining


Certificate 

Balance 

Following 

Such

Exchange or 

Payment 
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-


 



 



    Exhibit A-7-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 





 



 





 



 


Date:
__________________


 





		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________


 




    Exhibit A-7-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 


 


	 	By:	 
	 	 	[Please print or type
                              name(s)]





 


		Title:	



     


		Taxpayer
Identification Number:




 




    Exhibit A-7-11


     


    

 


EXHIBIT
A-8


 


FORM
OF CLASS R CERTIFICATES


 


CLASS
R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, ANY RISK RETENTION CONSULTATION PARTY, THE 17G-5
INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE RETAINING SPONSOR, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, 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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “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) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
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 OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, 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 WILL BECOME 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


 






    Exhibit A-8-1


     


    

 


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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS TWO “RESIDUAL INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 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. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TRUST AND
SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE
EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
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. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.
IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED,
AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM
PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    Exhibit A-8-2


     


    

 


BXP
TRUST 2021-601L

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2021-601L, CLASS R


 


	Pass-Through
    Rate:  N/A	 
	 	 
	First
    Distribution Date:  N/A	 
	 	 
	Percentage
        Interest of the Class R Certificates: 100%

         

        CUSIP:
        U1227TAG3

        ISIN: USU1227TAG321

         
	Rated
    Final Distribution Date: N/A
	CUSIP:
        05607TAN2

        ISIN: US05607TAN282

         

        CUSIP:
        05607TAP7

        ISIN: US05607TAP753

         
	 
	

    No.:  R-[1]	 


 


This
certifies that Hare & Co., LLC is the registered owner of the percentage interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class B, Class C, Class D and Class E Certificates and the RR Interest (collectively with the Class R Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of December 29,
2021 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer,


 





 



 


		1	For
Regulation S Global Certificate only.



 


		2	For
Certificate sold in reliance on Rule 144A only.



 


		3	For
IAI Certificates.



 






    Exhibit A-8-3


     


    

 


and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust 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) and to the extent and subject to the limitations set forth in the Trust and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs.


 


All
distributions will be made to the Persons entitled thereto by wire transfer in immediately available funds to the account of such
Certificateholder or at a bank or other entity located in the United States and having appropriate facilities therefor; provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only
upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such
final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any


 






    Exhibit A-8-4


     


    

 


agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates (including, for the avoidance of doubt, any owner of a RR Interest) adversely affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the
obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement
and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and
the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without
limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of
the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage


 






    Exhibit A-8-5


     


    

 


Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 


The
Certificate Administrator shall be the “partnership representative” (within the meaning of Code Section 6223
of the Trust REMIC. The Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves
and all successor holders of such Class R Certificates, to the designation of the Certificate Administrator as the “partnership
representative” for the Trust REMIC.


 


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 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
of a Residual Ownership Interest 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 J-1 to the Trust and Servicing Agreement (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 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. 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


 






    Exhibit A-8-6


     


    

 


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 Section 5.3(n) of the Trust and Servicing Agreement 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 J-2 to the Trust and Servicing Agreement (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 the Transferee Affidavit are false.


 


(iii)         Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, however, 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 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS 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, such Persons shall in
no event be excused from furnishing such information.


 


(iv)         The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs


 




    Exhibit A-8-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
29, 2021


 


	 	COMPUTERSHARE
               TRUST COMPANY, 
 NATIONAL
               ASSOCIATION, 
 not in its individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 


Certificate
of Authentication


 


This
is one of the Class R Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
29, 2021


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Authorized
                                         Officer





 




    Exhibit A-8-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this Definitive Certificate have been made:


 

	Date
of 

Exchange or 

Payment of 

Principal 
	 	Certificate


Balance 

Prior to 

Exchange or 

Payment 
	 	Certificate


Balance 

Exchanged 

or Principal 

Payment 

Made 
	 	Type
of 

Certificate 

Exchanged 

for 
	 	Remaining


Certificate 

Balance 

Following 

Such

Exchange or 

Payment 
	 	Notation


Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-


 



 



    Exhibit A-8-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 





 



 





 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________


 




    Exhibit A-8-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type
                              name(s)]


 


		Title:	



     


		Taxpayer
Identification Number




 



    Exhibit A-8-11


     


    

 





EXHIBIT B


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 	Name of Mortgagor:	

	 	[Servicer] [Special Servicer] Loan No.:	

	Custodian
	 	Name:	Computershare Trust Company, National Association
	 	Address:	Computershare Trust Company, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group (CMBS) – BXP 2021-601L
	 	Custodian/Certificate Administrator Mortgage File No.:	

	Depositor
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.
	 	Address:	
        c/o Wells Fargo Securities,
LLC, 30 Hudson Yards, 15th Floor, New York, New York 10001, Attention: A.J. Sfarra

	 	Certificates:	BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L


 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from Computershare Trust Company, National Association, as custodian (the “Custodian”),
for the Holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, 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 Trust and Servicing Agreement dated as of December 29, 2021, by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee (the “Trust and Servicing
Agreement”).


 






    Exhibit B-1 


     


    

 


		( )	Note dated December 10, 2021, in the original principal
sum of $52,500,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Note dated December 10, 2021, in the original principal
sum of $33,000,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Note dated December 10, 2021, in the original principal
sum of $33,000,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Note dated December 10, 2021, in the original principal
sum of $31,500,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Note dated December 10, 2021, in the original principal
sum of $96,845,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Note dated December 10, 2021, in the original principal
sum of $60,874,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Note dated December 10, 2021, in the original principal
sum of $60,874,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Note dated December 10, 2021, in the original principal
sum of $58,107,000, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Mortgage(s) recorded on ____________ as instrument no.
________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.



 


		( )	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		( )	Deed to Secure Debt recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		( )	Other documents, including any amendments, assignments
or other assumptions of the Note or Mortgages.



 


		( )	___________________________



 


		( )	___________________________



 


		( )	___________________________



 


		( )	___________________________



 


The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 






    Exhibit B-2 


     


    

 


(1)           The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Trust and Servicing Agreement.


 


(2)           The
[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 [Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the
Trust and Servicing Agreement.


 


(3)           The
[Servicer] [Special Servicer] shall return the Documents to the Certificate Administrator when the need therefor no longer exists,
unless the Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)           The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account
of the Trustee, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in
the [Servicer’s] [Special Servicer’s] possession, custody or control.


 





	 	[Servicer][Special
Servicer]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


  


	 	Acknowledged
and agreed:
	 	 
	 	computershare
trust company, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  





 


Date: _________


 




    Exhibit B-3 


     


    

 


EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L,

                                         Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global 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 Global 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 Trust 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 C-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 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 Servicer, the
Special Servicer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 


Dated: _______


 


cc: Wells Fargo
Commercial Mortgage Securities, Inc.


 





 



 


**
      Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    Exhibit C-2 


     


    

 


EXHIBIT D


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L,

                                         Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global 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 Global 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 Trust and Servicing Agreement and, (i) with respect to transfers made
in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)           the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit D-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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect
to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are
being transferred in a transaction permitted by Rule 144 under 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 Servicer, the
Special Servicer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 


Dated: ________


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



 


*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 


**      Select
(i) or (ii), as applicable.



 




    Exhibit D-2 


     


    

 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L,

                                         Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global 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 Global
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.


 





 



 


*
       Select appropriate depository.


 






    Exhibit E-1 


     


    

 


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 Servicer, the
Special Servicer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit E-2 


     


    

 


EXHIBIT F


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association 


as Certificate
Registrar


 MAC
N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L,

                                         Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued
under the Trust and Servicing Agreement certifies that it is an institution and 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 F-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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator 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 F-2 


     


    

 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L,

                                         Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance][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 Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]*
(Common Code No. [______]) 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 Trust 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 G-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 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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 


Dated: ________


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



 


**
      Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    Exhibit G-2 


     


    

 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

Commercial Mortgage Pass-Through Certificates, Series 2021-601L,

Class [__]	 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance][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 Global 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 Trust and Servicing Agreement and, (i) with respect to transfers made
in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)           the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit H-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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect
to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are
being transferred in a transaction permitted by Rule 144 under 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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



 


*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 


**      Select
(i) or (ii), as applicable.




 




    Exhibit H-2 


     


    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L,

                                         Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance][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 Global 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 I-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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 


Dated: _______


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 




    Exhibit I-2 


     


    

 


EXHIBIT
J-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTION 860D(a)(6)(A) and 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series
2021-601L, (the “Certificates”) issued pursuant
to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by
and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee.



 





 



 





	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” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860E 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: (a) the United States, a State, or any agency or
instrumentality of any of


 






    Exhibit J-1-1 


     


    

 


the foregoing (other than an instrumentality that is a corporation if all of its activities are subject
to tax and, except for the FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign
government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt
from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 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), (d) rural electric and telephone cooperatives described in Section
1381(a)(2) of the Code or (e) any other person so designated by the Certificate Administrator based upon an Opinion of Counsel
to the effect that any transfer of a Class R Certificate to such person may cause the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State”
and “International Organization” 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 “United States person” as defined
in Section 7701(a) of the Code and the regulations promulgated thereunder (the Purchaser’s U.S. taxpayer identification number
is [______]). The Purchaser is not classified as a partnership under the Code (or, if so classified, all of its beneficial owners
are United States persons).


 


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.           The
Purchaser is a Permitted Transferee.


 


9.           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 J-1-2 


     


    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest 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.


 


10.           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.


 


11.           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.


 


12.           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 J-1-3 


     


    

 


13.           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.


 


14.           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.


 


15.           The
Purchaser is a QIB purchasing for its own account, or a Person purchasing for the account of another QIB.


 


16.           The
Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions may
be set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


17.           The
Purchaser consents to the designation of the Certificate Administrator as (i) the “partnership representative” of the
Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 6223 of the Code and (ii) the agent of the Tax Matters
Person of the Lower-Tier REMIC and Upper-Tier REMIC, in each case pursuant to Section 12.1 of the Trust and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__. 





	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


  


	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  





  


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


 






    Exhibit J-1-4 


     


    

 


_____________________________ 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 J-1-5 


     


    

 


EXHIBIT J-2


 


FORM OF TRANSFEROR LETTER


 


[Date] 


Computershare
Trust Company, National Association 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention:
CMBS – BXP 2021-601L


 


		Re:	BXP Trust 2021-601L

Commercial Mortgage Pass-Through Certificates, Series 2021-601L

(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 Trust and Servicing
Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Trust 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 Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-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 respected for United States income tax purposes (and the Transferor may continue to be liable


 






    Exhibit J-2-1 


     


    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 




    Exhibit J-2-2 


     


    

 


EXHIBIT J-3


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date] 


Computershare
Trust Company, National Association, 


as Certificate
Registrar 


MAC N9300-070 


600 South
Fourth Street, 7th Floor 


Minneapolis,
Minnesota 55479 


Attention: CMBS – BXP 2021-601L


 


Computershare Trust Company,
National Association,

as Certificate Administrator 


9062 Old Annapolis Road


Columbia, MD 21045

Attention: CMBS – BXP 2021-601L


 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [[$__] Initial Certificate Balance] [[__]% Percentage Interest] in the BXP
Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, Class [E][R] Certificates (the “Certificate”)
issued pursuant to that certain Trust and Servicing Agreement dated as of December 29, 2021 (the “Trust and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to
such terms in the Trust and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and
will not become (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 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 or using the assets of
a Plan to purchase such Certificate, other than, in the case of the Class E Certificates, an


 






    Exhibit J-3-1 


     


    

 


insurance company using assets of
its general account under circumstances, whereby such purchase and the subsequent holding of such Class E Certificates by such
insurance company will be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975
under Sections I and III of Prohibited Transaction Class Exemption 95-60, or, in the case of a plan subject to Similar Law, where
the acquisition, holding and disposition of such Certificate will not constitute or result in a non-exempt violation under Similar
Law.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


  




    Exhibit J-3-2 


     


    

 


EXHIBIT
J-4


 


Form
of Transferee CERTIFICATE FOR TRANSFERs 

OF RR INTEREST 


 


[Date]


 


Computershare Trust Company, National Association

        as Certificate Registrar

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – BXP 2021-601L

Email: RiskRetentionCustody@wellsfargo.com


 


[HOLDER OF THE RR INTEREST]


 


Wells Fargo Commercial Mortgage
Securities, Inc. 


c/o Wells Fargo Securities 


30 Hudson Yards, 15th Floor 


New York, New York 1001 


Attention: A.J. Sfarra


 


		Re:	BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series
2021-601L (the “Certificates”) issued pursuant to the Trust and Servicing Agreement (the “Trust and Servicing
Agreement”), dated as of December 29, 2021, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator and as Trustee



 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of RR Interest
by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things,
a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such certificate is false.



 






    Exhibit J-4-1 


     


    

 


		3.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
and holding of the Class RR Interest and (b) the acquisition of the RR Interest will be effected through WFS, DBSI, MSCO or CGMI
or an affiliate thereof.



 


		4.	Check one of the following:



 


☐            The
Purchaser certifies, represents and warrants to the Certificate Registrar, the Retaining Sponsor or the Depositor that the transfer
will occur during the Risk Retention Period and that the transfer will comply with all applicable requirements of the Credit Risk
Retention Rules.


 


☐            The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as Retaining Sponsor or as Depositor, that the transfer
will occur after the termination of the after the Risk Retention Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [____], 20[__]. 





	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Retaining Sponsor
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


  




    Exhibit J-4-2 


     


    

 


EXHIBIT
J-5


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER


OF RR INTEREST 


 


[Date]


 


Computershare Trust Company, National Association

         as Certificate Registrar

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – BXP 2021-601L

Email: RiskRetentionCustody@wellsfargo.com


 


[HOLDER OF THE RR INTEREST]


 


Wells Fargo Commercial Mortgage
Securities, Inc. 


c/o Wells Fargo Securities,
LLC 


30 Hudson Yards, 15th Floor 


New York, New York 10001 


Attention: A.J. Sfarra


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L

                                         (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the RR Interest. The Certificates were issued pursuant to the Trust and Servicing Agreement, dated as of December 29,
2021 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as
Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you that:


 


		1.	The transfer is in compliance with Sections 5.1, 5.2 and 5.3 of the Trust and Servicing Agreement.



 


		2.	The Transferor has provided notice to the Depositor of the transfer no later than ten (10) days
prior to the occurrence of the transfer.



 


		3.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE



 






    Exhibit J-5-1 


     


    

 


		 	95-60 will be satisfied with respect to the acquisition
and holding of the Class RR Interest and (b) the acquisition of the Class RR Interest will be effected through WFS, DBSI, MSCO
or CGMI or an affiliate thereof.


 


		4.	Check one of the following:



 


☐            The
Transferor certifies, represents and warrants to the Certificate Registrar, the Retaining Sponsor or the Depositor that the transfer
will occur during the Risk Retention Period and that the transfer will comply with all applicable requirements of the Credit Risk
Retention Rules.


 


☐            The
Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor that the transfer will occur after
the termination of the Risk Retention Period.


 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Trust and Servicing Agreement as Exhibit J-4. 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:  


 





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Retaining Sponsor
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


  




    Exhibit J-5-2 


     


    

 


EXHIBIT J-6


 


FORM OF REQUEST OF RETAINING SPONSOR
CONSENT FOR RELEASE OF RR INTEREST


 


[Date]




 


[TO BE SENT CONTEMPORANEOUSLY BY ELECTRONIC
MAIL BY THE HOLDER OF THE RR INTEREST TO THE RETAINING SPONSOR AND THE CERTIFICATE ADMINISTRATOR]


 


Wells Fargo Commercial Mortgage Securities,
Inc. 


c/o Wells Fargo Securities, LLC 


30 Hudson Yards, 15th Floor 


New York, New York 1001 


Attention: A.J. Sfarra 


Facsimile: (212) 214-8970


 


with a copy to:


 


Troy B. Stoddard, Esq. 


Wells Fargo Legal Department 


Wells Fargo, 550 S Tryon Street, 34th
Floor 


Charlotte, NC 28202 


MAC D1086-341


 


Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Risk Retention Custody –
BXP Trust 2021-601L 


Email: RiskRetentionCustody@wellsfargo.com


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L

                                         (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is being delivered
in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the RR Interest
from the RR Interest Safekeeping Account.


 


The Certificates were
issued pursuant to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee. All capitalized


 






    Exhibit J-6-1 


     


    

 


terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust
and Servicing Agreement.


 


The RR Interest Owner
hereby requests the Retaining Sponsor’s written consent to the Release.


 


The contact information of the
Certificate Administrator is:


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – BXP Trust 2021-601L

Email: RiskRetentionCustody@wellsfargo.com


  


	 	Sincerely,
	 	 
	 	[HOLDER OF THE RR INTEREST]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  





 


CONSENT TO RELEASE:


 


RETAINING SPONSOR


 





	 	 



By:

Name:

Title: 


Email:


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor


 


	By: 	         	 
	 	Name:

Title:	 



 




    Exhibit J-6-2 


     


    

 


EXHIBIT K-1


 


FORM OF INVESTOR CERTIFICATION


 


For


 


NON-BORROWER AFFILIATES


 


[Date]


 


Wells Fargo Commercial Mortgage Securities, Inc. 


c/o Wells Fargo Securities, LLC 


30 Hudson Yards, 15th Floor 


New York, New York 10001 


Attention: A.J. Sfarra


 


Computershare Trust Company, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attn: Corporate Trust Services – CMBS – BXP 2021-601L


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 S. Tryon Street 


MAC D1086-23A 


23rd Floor

Charlotte, North Carolina 28202

Attention: BXP Trust 2021-601L Asset Manager

 


		Attention:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L



 


In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of December 29, 2021 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator (the “Certificate Administrator”) and as Trustee,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


1.           The
undersigned is a Certificateholder, Beneficial Owner, prospective purchaser of the Class ___ Certificates, any Mortgage Loan Seller
if it has repurchased a portion of the Mortgage Loan in accordance with the Trust and Servicing Agreement and the Mortgage Loan
Purchase Agreement, the Directing Certificateholder, a Risk Retention Consultation Party or a holder of any Companion Loan (or
any Companion Loan Security).


 






    Exhibit K-1-1 


     


    

 


2.           The
undersigned is not a Borrower Affiliate, the Property Manager, or an agent or an Affiliate of any of the foregoing.


 


3.           The
undersigned is requesting access pursuant to the 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 Agreement.


 


 In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Certificate Administrator, 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.


 


 The undersigned
shall not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.           The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.           The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 




    Exhibit K-1-2 


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	By:	          



 





	 	Name:	         


 





	 	Title:	 


 





	 	Company:	 


 





	 	Phone:	 


 




    Exhibit K-1-3 


     


    

 


EXHIBIT K-2



FORM OF INVESTOR CERTIFICATION


 


For


 


BORROWER AFFILIATES


 


[Date]


 


Computershare Trust Company, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – BXP 2021-601L


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 S. Tryon Street 


MAC D1086-23A 


23rd Floor

Charlotte, North Carolina 28202

Attention: BXP 2021-601L Asset Manager

 


		Attention:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L



 


In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of December 29, 2021 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator (the “Certificate Administrator”) and as Trustee,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


1.           The
undersigned is a Certificateholder, Beneficial Owner, prospective purchaser of the Class ___ Certificates, any Mortgage Loan Seller
if it has repurchased a portion of the Mortgage Loan in accordance with the Trust and Servicing Agreement and the Mortgage Loan
Purchase Agreement, the Directing Certificateholder, a Risk Retention Consultation Party or a holder of any Companion Loan (or
any Companion Loan Security).


 


2.           The
undersigned is a Borrower Affiliate, the Property Manager, or an agent or Affiliate of the foregoing.


 


3.           The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”)
and agrees to keep the


 






    Exhibit K-2-1 


     


    

 


Information confidential (except from such outside persons as are assisting it in making an evaluation in
connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or
banking authorities or agencies to which the undersigned is subject), and such Information shall not, without the prior written
consent of the Certificate Administrator, 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.


 


 The undersigned
shall not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.           The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 




    Exhibit K-2-2 


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	   	          


 





	 	By:	          



 





	 	Name:	         


 





	 	Title:	 


 





	 	Company:	 


 





	 	Phone:	 


  




    Exhibit K-2-3 


     


    

 


EXHIBIT L


 


APPLICABLE SERVICING CRITERIA


 


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 L 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 Trust
and Servicing Agreement of which this Exhibit L 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 Trust and Servicing Agreement. For
the avoidance of doubt, for purposes of this Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer
below shall include any Sub-Servicer engaged by a Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Servicer

Special Servicer 

        Certificate
Administrator 

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Servicer

Special Servicer 

        Certificate
Administrator 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer 

        Special
Servicer 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer

Special Servicer 

        Certificate
Administrator 

	 	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.	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.	Servicer 

        Trustee
(as applicable)1 




 





 



 


1       Only to the extent that the Trustee was
required to make an Advance pursuant to the Trust and Servicing Agreement during the applicable calendar year.


 






    Exhibit L-1 


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	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.	Servicer

Special Servicer 

        Certificate
Administrator 

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

Special Servicer 

        Certificate
Administrator 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	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 are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Servicer

Special Servicer 

        Certificate
Administrator 

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	N/A
	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.	N/A
	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.	N/A
	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.	N/A
	 	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.	Servicer

        Special Servicer

        Custodian

         

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	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.	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.	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.	Servicer



 






    Exhibit L-2 


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	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.	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

         

	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).	Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	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.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	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
Servicer and Special Servicer are the same entity, the 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 L-3 


     


    

 


EXHIBIT M



NRSRO CERTIFICATION


 


[Date]


 


Computershare Trust Company, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – BXP 2021-601L


 


		Attention:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L



 


In accordance with
the requirements for obtaining certain information pursuant to, the Trust and Servicing Agreement, dated as of December 29, 2021
(the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator (the “Certificate Administrator”) and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


(a) The undersigned
is a Rating Agency; or


 


(b) 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), has access to the Depositor’s 17g-5 website, is requesting access pursuant to the Agreement to
certain information (the “Information”) on the 17g-5 Information Provider’s 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 agrees that each
time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations herein
contained remain true and correct.


 






    Exhibit M-1 


     


    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	   	          
	 	Nationally Recognized Statistical Rating Organization


 





	 	Name:	         


 





	 	Title:	 


 





	 	Company:	 


 





	 	Phone:	 


  





	 	Email:	 


 




    Exhibit M-2 


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Wells Fargo Securities, LLC (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 BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L
(the “Certificates”) pursuant to the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”), Wells Fargo Bank, National
Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee 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 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 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 Agreement, including the status thereof; provided, however, that the term
Confidential Information shall not include information which:


 


		●	was or becomes generally available to the public (including through filing with the Securities
and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;



 


		●	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or



 


		●	is independently developed by the NRSRO without reference to any Confidential Information.





 


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived 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 “Disclosures Required by Law” below , 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:


 






    Exhibit M-3 


     


    

 


		●	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



 


		●	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



 


		●	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 


Disclosures Required by Law. If you or any NRSRO Representative
is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory demand, request for information
or documents, deposition or similar process relating to any legal proceeding, investigation, hearing or otherwise) to disclose
any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon as practicable (except in
the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to the extent practical and permitted
by law, regulation or regulatory or other governmental authority) that a request to disclose the Confidential Information has been
made so that the relevant Furnishing Entity may seek an appropriate protective order or other reasonable assurance that confidential
treatment will be accorded the Confidential Information if it so chooses. Unless otherwise required by a court or other governmental
or regulatory authority to do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking
a protective order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information,
you agree not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order
or other reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity
in its efforts to obtain a protective order 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.


 






    Exhibit M-4 


     


    

 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination or cancellation
of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations
under this Confidentiality Agreement will survive indefinitely.


 


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:


 


Wells Fargo Securities, LLC 


30 Hudson Yards, 15th Floor 


New York, New York 10001 


Attention: Lee Green 


Email: wfs.cmbs@wellsfargo.com


 




    Exhibit M-5 


     


    

 


EXHIBIT N


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE RR INTEREST


 


December [_], 2021


 


	
        Wells Fargo Commercial Mortgage Securities, Inc. 

        c/o Wells Fargo Securities, LLC 

        30 Hudson Yards, 15th Floor 

        New York, New York 10001 

        Attention: A.J. Sfarra 
	[RETAINING PARTY]
	 	


		Re:	BXP Trust
                                         2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L 



 


In accordance with Section
5.1(d) of the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing Agreement”),
the Certificate Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the
RR Interest Safekeeping Account $[__] of RR Interest in the form of four Definitive Certificates, one with a Certificate Balance
of $[__] and for the benefit of [__], one with a Certificate Balance of $[__] and for the benefit of [__], one with a Certificate
Balance of $[__] and for the benefit of [__], and one with a Certificate Balance of $[__] and for the benefit of [__] (such Persons
being the initial [subsequent] Holders of the RR Interest), as the registered holders thereof. A form of the RR Interest is attached
as Exhibit A-6 to the Trust and Servicing Agreement. Payments on the RR Interest will be made to the registered holder thereof
in accordance with the Trust and Servicing Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 






    Exhibit N-1 


     


    

 





	 	Computershare
trust company, national association,

not in its individual capacity

but solely as Certificate Administrator
	 	 
	 	By: 	                                           
	 	Name:
	 	Title:  


 




    Exhibit N-2 


     


    

 


EXHIBIT
O


 


FORM OF ONLINE MARKET DATA PROVIDER CERTIFICATE


 


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 connection with
the BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L (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 Corporation, CMBS.com, Inc., Moody’s Analytics, Inc., MBS Data, LLC,
RealInsight, Thompson Reuters, Markit Group Limited and KBRA Analytics, LLC, a market data provider that has been given access
to the Distribution Date Statements, CREFC Reports and supplemental notices on www.ctslink.com (the “Website”) by request
of the Depositor.



 


		2.	The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have
recertified that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on the Website 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, and any confidentiality agreement applicable to the undersigned
with respect to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained
from the Website.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer
and the Trust for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the agreement pursuant to which the Certificates were issued.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    Exhibit O-1 


     


    

 





	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:  


  




    Exhibit O-2 


     


    

 


EXHIBIT P


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Computershare Trust Company, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – BXP Trust 2021-601L

 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

30 Hudson Yards, 15th Floor

New York, New York 10001


 


Attention: A.J. Sfarra


 


		Re:	BXP Trust 2021-601L

                                         Commercial Mortgage Pass-Through Certificates, Series 2021-601L 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.2 of the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, on behalf of the holders of the BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates,
Series 2021-601L (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Trust and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


[For Institutional Accredited
Investors only] 1. The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institutional “accredited
investor” (an entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”)) or an entity all of the equity owners of which are such institutions,
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.


 






    Exhibit P-1 


     


    

 


The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 


[For Qualified Institutional
Buyers only] 1.  The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.           The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for resale
to (i) “qualified institutional buyers” 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 non-U.S.
Securities Persons in “offshore transactions” as defined in Rule 902(h) of Regulation S promulgated under the Securities
Act, subject in each case to the delivery of a Transfer Certificate in the form of Exhibit G, Exhibit H or Exhibit I, as applicable,
to the Trust and Servicing Agreement. The Purchaser understands that the Certificate (and any subsequent Certificate issued in
transfer or exchange therefor) has not been registered under the Securities Act, by reason of a specified exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment
intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.


 


3.           The
Purchaser has reviewed the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively,
the “Offering Circular”) and the agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


4.           The
Purchaser acknowledges that the Certificate (and any Certificate issued in transfer or exchange therefor) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


 


5.           The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of 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 all or any portion of the Certificates, except in compliance with Section 5.3 of
the Trust and Servicing Agreement.


 






    Exhibit P-2 


     


    

 


7.           Check
one of the following:**


 


		☐	The Purchaser is a U.S. 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. Person and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor
form), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S.
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 Certificate and state that interest and original issue discount
on the Certificate 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 this purpose, “U.S. 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. 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 have elected to be treated as U.S. Persons).


 





 



 


**
Each Purchaser must include one of the two alternative certifications.


 






    Exhibit P-3 


     


    

 


 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 non-U.S. Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:  


 





 



 





***  Does not apply
to a transfer of Class R Certificates.


 


**** Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or
Notional Amount, as applicable, of at least U.S. $5,000,000.



 




    Exhibit P-4 


     


    

 


EXHIBIT Q


 


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


 




    R-1-1 


     


    

 


EXHIBIT
R-1


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is
relevant for Exchange Act reporting purposes, 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 Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific written notice to the contrary from the Depositor, Other Depositor or the
Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange
Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party or property identified as such in the prospectus relating to the Other Securitization
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no
event shall the 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 Servicer or the Special Servicer is not the Servicer or the Special Servicer, as the case may
be. For this Agreement and any Other Securitization Trust, each of the Certificate Administrator, the Trustee, the Servicer, the
Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering materials with respect
to any related Other Securitization Trust.


 


	Item
    on Form 10-D	Party
    Responsible
	Item
        1A: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(13) of Regulation AB

         
	●     Certificate
    Administrator
	Item
    1B: Distribution and Pool Performance	●     Certificate
        Administrator

         




 



    R-1-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible



	Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

         
	●     Depositor
	Item
        2: 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)

         
	●     Servicer
        (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     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

         
	●     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Foreclosed Property)

         



 


    R-1-2


     


    




 


	Item
    on Form 10-D	Party
    Responsible



	obligor”
        in the prospectus relating to the Companion Loan Securities;

         

        (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 Foreclosed Property (as applicable), and quarterly and annual financial statements
        of the related Borrower (except in the case of an Foreclosed Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.18 of this Trust 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: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor
	Item 8: 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 T, (b) such information is required to be reported as

                                                                                 
	●     Certificate
    Administrator, Trustee, 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 T.


 


    R-1-3


     


    

	Item
    on Form 10-D	Party
    Responsible



	“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 (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)

         

        ●     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 Foreclosed Property Account as of the related Distribution Date and the
        preceding Distribution Date)

         

	Item
        9: 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: 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,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        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
        9: Exhibits (no. 10):

         

        Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, 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 Foreclosed Property, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor  


 


    R-1-4


     


    




	Item
    on Form 10-D	Party
    Responsible



	 	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
        9: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of 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.

         
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	Item
        9: 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: 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
        9: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item
        9: Exhibits (no. 100)

         

        BRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.


 


    R-1-5


     


    

 

	Item
    9: 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 T, (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 T (it being acknowledged that none of the Servicer or the Special
    Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K);
    provided, 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 for this Item 9.


 


    R-1-1


     


    

EXHIBIT
R-2


 


ADDITIONAL
FORM 10-K DISCLOSURE





 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.5 of the Trust and Servicing Agreement to disclose
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is
relevant for Exchange Act reporting purposes, 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 Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor shall be entitled to rely
on the accuracy of the Offering Circular and the offering materials with respect to any related Other Securitization Trust (other
than information with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular),
in the absence of specific notice to the contrary from the Depositor, Other Depositor or the Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other
Depositor shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property
identified as such in the Offering Circular or the offering materials with respect to any related Other Securitization Trust and
to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the 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 Servicer or the Special Servicer is not the Servicer or the Special Servicer, as the case may
be. For this BXP 2021-601L Trust and Servicing Agreement and any Other Securitization Trust, each of the Certificate Administrator,
the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering materials with respect
to any related Other Securitization Trust.





 


	Item
    on Form 10-K 	Party
    Responsible
	Item
    1B: Unresolved Staff Comments	●    Depositor


 


    R-2-1


     


    

 


	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 T,

         

        (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, 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 T.
	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 relating to the Companion Loan Securities, (ii) such information was not so set forth and (iii) the applicable
        Servicer has not previously reported such information as “Additional Form 10-D Information”.

         
	 
	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 relating to
        the Companion Loan Securities and (ii) the applicable Servicer has not previously reported such information or updated
        versions thereof as “Additional Form 10-D Information”.

         
	●     Depositor


 


    R-2-2


     


    

	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 relating to the Companion Loan Securities;

         

        (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 Foreclosed Property (as applicable), and quarterly and annual financial statements
        of the related Borrower (except in the case of a Foreclosed Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.22 of this Trust 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”.

         
	●     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Foreclosed Property)

         

	Instruction
        J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	●     Depositor


 


    R-2-3


     


    




 


	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)

         
	●     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 / Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control of the
        proceedings)

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	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 relating to the Companion Loan Securities
        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 BXP 2021-601L
        transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the

         
	●     Servicer
        (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, the Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee
        (as to itself) (only as to affiliations under Item 1119(a) with the Certificate Administrator, the Servicer, the Special
        Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the prospectus relating to the Companion Loan
        Securities as an “originator” of one or more Mortgage Loans, if the prospectus relating to the Companion Loan
        Securities specifically states that the applicable Mortgage Loans were 10% or more of the assets of the Trust at the date
        of the prospectus relating to the Companion Loan Securities (provided that such a party shall no longer constitute a “Party
        Responsible” under this item from and

         



 


    R-2-4


     


    

	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 the prospectus relating to the Companion Loan Securities 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 BXP 2021-601L 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 relating to the Companion Loan Securities
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         
	after
        the date (if any) when the Depositor notifies the parties to the Trust 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 Trust 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 relating to the Companion Loan Securities as an “other material
        party to the securities or transaction” (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 Trust 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 Trust 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	●     Depositor



 






    R-2-5


     


    

 

	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 relating to the Companion Loan Securities 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 BXP 2021-601L 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 relating to the Companion Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         
	 


 


    R-2-6


     


    

	●     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 BXP 2021-601L 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 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 relating to the Companion Loan Securities
        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
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Trust 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

         



 


    R-2-7


     


    

	 	responsible
    party.
	Item
        15: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, 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 Foreclosed Property, 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
        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-

         
	●     Not
    Applicable.


 


    R-2-8


     


    




 


	K)	 
	Item
        15: Exhibits (no. 21):

         

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Depositor.
	Item
        15: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	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 13.9 of this Trust 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 13.9 of this Trust and Servicing Agreement.

         
	●     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))	●     Not
    Applicable


 


    R-2-9


     


    

	Rule
    13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).	 
	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 13.11 of this Trust 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 13.8 (and Section 13.6) of this Trust 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 13.9 (and Section 13.6) of this Trust
    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 13.7 (and Section 13.6) of this Trust 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.
	Item
        15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document

         
	●     Certificate
        Administrator, Depositor and Trustee, in each case only to the

         



 


    R-2-10


     


    




 


	that
    meets all the following conditions: (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to
    Item 9.01(d) of Exhibit T, (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”.	extent
    that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit T (it being
    acknowledged that none of the Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit
    T 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]

         



 


    R-2-11


     


    

 


EXHIBIT
S



Form of Certification of the RISK RETENTION CONSULTATION PARTIES


 


December
29, 2021


 


	Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

550 S. Tryon Street 

        MAC
D1086-23A 

        23rd
Floor

Charlotte, North Carolina 28202

Attention: BXP Trust 2021-601L Asset Manager 

        Commercial.servicing@wellsfargo.com 
	Computershare
    Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L

    (with a copy sent via email to: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com)
	 	 
	Situs
Holdings, LLC

2 Embarcadero Center, 8th Floor 

        San
Francisco, California 94111 

        Attention:
Stacey Ciarlanti 

        E-mail:
        staceyciarlanti@situsamc.com

         

        with
        a copy to:

         

        Situs
Group, LLC 

        5065
Westheimer, Suite 700E 

        Houston,
Texas 77056 

        Attention:
Legal Department 

        E-mail:
legal@situsamc.com 
	Computershare
Trust Company, National Association 

        600
South 4th Street, 7th Floor

MAC N9300-070 

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Wells Fargo Commercial Mortgage Trust Series 2021-601L

         




 

		Re:	BXP
                                         Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, RR
                                         Interest



 


In
accordance with Section 9.5(c) of the Trust and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as a Risk Retention Consultation Party.


 




     s-1


     


    

 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier, (b) mailed
by registered mail, postage prepaid or (c) via email.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall 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.


 





	 	[_____________],
               

               not in its individual capacity 

               but solely as Risk Retention Consultation Party
	 	 	 
	 	By:	                                   
	 	 	Name:
	 	 	Title:


 


Dated:
_______ 


cc:
Wells Fargo Commercial Mortgage Securities, Inc.


 




     R-2


     


    

 


EXHIBIT
T


 


FORM
8-K DISCLOSURE INFORMATION


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.6 of the Trust and Servicing Agreement to report
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Form 8-K Disclosure Information is
relevant for Exchange Act reporting purposes, 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 Servicer, the Special Servicer, each Other Exchange Act
Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to rely on the accuracy of the Offering Circular
and the offering materials with respect to any related Other Securitization Trust (other than information with respect to itself
that is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific written notice
to the contrary from the Depositor, Other Depositor or the Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to conclusively assume that there is no “significant obligor” other than a party or property identified
as such in the prospectus relating to the Other Securitization and to assume that no other party or property will constitute a
“significant obligor” after the Cut-off Date. In no event shall the 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 Servicer or the Special Servicer
is not the applicable Servicer or Special Servicer, as the case may be. For this Agreement and any Other Securitization Trust,
each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party
and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Offering Circular and the offering materials with respect to any related Other Securitization Trust.


 





	Item
    on Form 8-K	Party
    Responsible
	Item 1.01:  Entry
    into a Material Definitive Agreement	●     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, 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 



 






     Exhibit T-1


     


    

 


	 	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 definitive agreement relates to the Trust or one or more Mortgage Loans
    or Foreclosed 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 Trust and
    Servicing Agreement.
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, 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 Foreclosed Property,
    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 Trust and Servicing Agreement.
	Item 1.02:
     Termination of a Material	●     Depositor,
    to the extent of any material


 






     Exhibit T-2


     


    

 


	Definitive
    Agreement– Part 2 of 2 Parts	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 an Obligation under an Off-Balance Sheet Arrangement	●     Depositor 

                                                                                                                                                ●     Certificate
Administrator 

	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
(as to itself) 

        ●     Depositor 

	Item 6.02
    (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Servicer or Special
    Servicer	●     Certificate
Administrator 

        ●     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 Trust and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Servicer
(as to a party appointed by the 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): 

                                                                                                                                                          

        Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit 
	●     Depositor


 






     Exhibit T-3


     


    

 


	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,
in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust 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): 

                                                                                                                                                          

        Other
documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K) 
	●      Not
    Applicable
	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



 






     Exhibit T-4


     


    

 

	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)

         

        BRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K). 
	●      Not
    Applicable.







 



     Exhibit T-5


     


    

 


EXHIBIT
U


 


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**


 


Computershare
Trust Company, National Association, as Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attn:
Corporate Trust Services – BXP 2021-601L—SEC REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [13.4] [13.5] [13.6] of the Trust and Servicing Agreement, dated as of December 29, 2021 (the “Trust
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator and as Trustee, 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:


 


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 U-1


     


    

 


EXHIBIT
V


 


INITIAL
SUB-SERVICERS


 


[None.]


 




     Exhibit V-1


     


    

 


EXHIBIT
W


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



BXP Trust 2021-601L,

Commercial Mortgage Pass-Through Certificates

Series 2021-601L (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Servicer] [Situs Holdings, LLC,
as Special Servicer] [Computershare Trust Company, National Association, as Certificate Administrator] [Computershare Trust Company,
National Association, as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities,
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


I
(or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar
year] [between [__] and [__]] and the Certifying Servicer’s performance under the Trust and Servicing Agreement; and


 


To
the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Trust and
Servicing Agreement in all material respects [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying
Servicer has failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND
THE NATURE AND STATUS THEREOF]].


 


		Date:	 	



 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Servicer]

[Situs Holdings,
LLC, as Special Servicer]

[COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as certificate administrator]

[COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as trustee] 


By: 

Name:

Title:


 




     Exhibit Y-1-1


     


    

 


EXHIBIT
X


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE WITH SERVICING CRITERIA


 


		1.	[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 L to the
                                         Trust and Servicing Agreement. The transactions covered by this report include asset-backed
                                         securities transactions for which the Reporting Servicer acted as [a Servicer, special
                                         servicer, trustee, certificate administrator] involving commercial mortgage loans [other
                                         than __________________*] (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


 





 



 


**
   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 X-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 X-2


     


    

 


EXHIBIT
Y-1


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SERVICER


 


		Re:	BXP
                                         Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, issued
                                         pursuant to the Trust and Servicing Agreement dated as of December 29, 2021 (the “Trust
                                         and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings,
                                         LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
                                         Administrator and as Trustee. 



 


I,
[identity of certifying individual], hereby certify with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Trust and Servicing Agreement) (i) in connection with the certification
concerning the Trust, as applicable, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended
December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Servicer in accordance
with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect
of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information
provided by the Servicer, collectively, the “Servicer Periodic Information”);


 


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 Servicer Periodic Information, 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
the Form 10-K;


 


3.       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, all of servicing and other information required
to be provided by the Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by
the Form 10-K is included in the Servicer Periodic Information;


 






     Exhibit Y-1-1


     


    

 


4.       I
(or Servicing Officers under my supervision are) am responsible for reviewing the activities performed by the Servicer under the
Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Servicer compliance
statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under
Item 1123 of Regulation AB with respect to the Servicer, and except as disclosed in the Servicer Periodic Information, the Servicer
has fulfilled its obligations under the Trust and Servicing Agreement in all material respects during the relevant period;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to
the 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


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Servicer or any
Servicing Function Participant retained by the Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all
material respects.


 


[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 Servicer that is not a Sub-Servicer set forth on Exhibit V) and,
notwithstanding the foregoing certifications, neither I nor the Servicer makes any certification under the foregoing clauses (2)
and (3) with respect to the information in the Servicer Periodic Information that is in turn dependent upon information provided
by the Special Servicer under the Trust 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 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.]


 


This
Certification is being signed by me as an officer of the Servicer responsible for reviewing the activities performed by the Servicer
under the Trust and Servicing Agreement.


 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:








     Exhibit Y-1-2


     


    

 


EXHIBIT
Y-2


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SPECIAL SERVICER


 


Wells
Fargo Commercial Mortgage Securities, Inc. 


c/o
Wells Fargo Securities, LLC

30 Hudson Yards, 15th Floor 


New
York, New York 10001 


Attention:
A.J. Sfarra


 


		Re:	BXP
                                         Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, issued
                                         pursuant to the Trust and Servicing Agreement dated as of December 29, 2021 (the “Trust
                                         and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings,
                                         LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
                                         Administrator and as Trustee. 



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, 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 the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 






     Exhibit Y-2-1


     


    

 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Trust and Servicing Agreement in all material respects;


 


5.       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 Special 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


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by
the Special Servicer under the Trust and Servicing Agreement.





 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:




 




     Exhibit Y-2-2


     


    

 


EXHIBIT
Y-3


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	BXP
                                         Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, issued
                                         pursuant to the Trust and Servicing Agreement dated as of December 29, 2021 (the “Trust
                                         and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
                                         Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings,
                                         LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
                                         Administrator and as Trustee.  



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on 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 Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the servicer
and the special servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator
compliance statement required to be delivered under Article 13 of the Trust and


 






     Exhibit Y-3-1


     


    

 


Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled its
obligations under the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form
10-K and such assessment of compliance is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed
by the Certificate Administrator under the Trust and Servicing Agreement. 





 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:




 




     Exhibit Y-3-2


     


    

 


EXHIBIT
Y-4


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


Wells
Fargo Commercial Mortgage Securities, Inc. 


c/o
Wells Fargo Securities, LLC 


30
Hudson Yards, 15th Floor 


New
York, New York 10001 


Attention:
A.J. Sfarra


 


		Re:	BXP
Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, issued pursuant to the Trust and Servicing Agreement
dated as of December 29, 2021 (the “Trust and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee. 



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, 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 the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing
Agreement, and based on my


 






     Exhibit Y-4-1


     


    

 


knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee
under the Trust and Servicing Agreement.


 





Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:




 



     Exhibit Y-4-2