Exhibit 4.10 





 


EXECUTION
VERSION


  


 






 


MORGAN
STANLEY CAPITAL I INC.,

as Depositor


 


Midland
Loan Services, a Division of PNC Bank, National Association,

as Master Servicer


 


LNR
PARTNERS, LLC,

as Special Servicer


 


COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION, 


as
Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and Asset Representations Reviewer


 





 



 




POOLING
AND SERVICING AGREEMENT


 


Dated
as of April 1, 2022


 





 



 




Morgan
Stanley Capital I Trust 2022-L8,

Commercial Mortgage Pass-Through Certificates

Series 2022-L8


 





 






 






     


     

    

 


TABLE
OF CONTENTS


 



 


 


		 		Page
	 	 	 	 
	ARTICLE I DEFINITIONS	7
	 	 	 	 
	Section
    1.01	 	Defined
    Terms	7
	Section
    1.02	 	Certain
    Calculations	137
	 	 
	ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	138
	 	 	 	 
	Section
    2.01	 	Conveyance
    of Mortgage Loans	138
	Section
    2.02	 	Acceptance
    by Trustee	145
	Section
    2.03	 	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
    in Mortgage Files and Breaches of Representations and Warranties	150
	Section
    2.04	 	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests.	166
	Section
    2.05	 	Creation
    of the Grantor Trust	166
	 	 
	ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND	167
	 	 	 	 
	Section
    3.01	 	The
    Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the
    Serviced Companion Loans, and REO Properties	167
	Section
    3.02	 	Collection
    of Mortgage Loan Payments	175
	Section
    3.03	 	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	180
	Section
    3.04	 	The
    Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	185
	Section
    3.05	 	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	191
	Section
    3.06	 	Investment
    of Funds in the Collection Account and the REO Account	202
	Section
    3.07	 	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	204
	Section
    3.08	 	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	209
	Section
    3.09	 	Realization
    Upon Defaulted Loans and Companion Loans	213
	Section
    3.10	 	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	217
	Section
    3.11	 	Servicing
    Compensation	218
	Section
    3.12	 	Inspections;
    Collection of Financial Statements	228
	Section
    3.13	 	Access
    to Certain Information	233



 



    	 	-i-	 



    	 	 



    




	Section
    3.14	 	Title
    to REO Property; REO Account	247
	Section
    3.15	 	Management
    of REO Property	249
	Section
    3.16	 	Sale
    of Defaulted Loans and REO Properties	251
	Section
    3.17	 	Additional
    Obligations of Master Servicer and Special Servicer	258
	Section
    3.18	 	Modifications,
    Waivers, Amendments and Consents	261
	Section
    3.19	 	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	270
	Section
    3.20	 	Sub-Servicing
    Agreements	277
	Section
    3.21	 	Interest
    Reserve Account	281
	Section
    3.22	 	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	281
	Section
    3.23	 	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	281
	Section
    3.24	 	Intercreditor
    Agreements	285
	Section
    3.25	 	Rating
    Agency Confirmation	287
	Section
    3.26	 	The
    Operating Advisor	289
	Section
    3.27	 	Companion
    Paying Agent	297
	Section
    3.28	 	Companion
    Register	298
	Section
    3.29	 	Certain
    Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	298
	Section
    3.30	 	Certain
    Matters with Respect to Joint Mortgage Loans	301
	Section
    3.31	 	Litigation
    Control	305
	Section
    3.32	 	Delivery
    of Excluded Information to the Certificate Administrator	309
	Section
    3.33	 	Risk
    Retention Consultation Party; Certain Rights and Powers of Risk Retention Consultation Party	310
	Section
    3.34	 	Processing
    and Consent	311
	 	 
	ARTICLE IV DISTRIBUTIONS TO CERTIFICATEHOLDERS	312
	 	 	 	 
	Section
    4.01	 	Distributions	312
	Section
    4.02	 	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	326
	Section
    4.03	 	P&I
    Advances	332
	Section
    4.04	 	Allocation
    of Realized Losses	335
	Section
    4.05	 	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	336
	Section
    4.06	 	Grantor
    Trust Reporting	341
	Section
    4.07	 	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	342
	Section
    4.08	 	Secure
    Data Room	345
	 	 
	ARTICLE V THE CERTIFICATES 	346
	 	 	 	 
	Section
    5.01	 	The
    Certificates	346
	Section
    5.02	 	Form
    and Registration	347
	Section
    5.03	 	Registration
    of Transfer and Exchange of Certificates	349
	Section
    5.04	 	Mutilated,
    Destroyed, Lost or Stolen Certificates	357







    	 	-ii-	 



    	 	 



    

 


	Section
    5.05	 	Persons
    Deemed Owners	357
	Section
    5.06	 	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	358
	Section
    5.07	 	Maintenance
    of Office or Agency	359
	Section
    5.08	 	Appointment
    of Certificate Administrator	359
	Section
    5.09	 	[RESERVED]	360
	Section
    5.10	 	Voting
    Procedures	360
	Section
    5.11	 	Exchangeable
    Certificates	361
	 	 
	ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY	364
	 	 	 	 
	Section
    6.01	 	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	364
	Section
    6.02	 	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	369
	Section
    6.03	 	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
    Reviewer	370
	Section
    6.04	 	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
    and Others	372
	Section
    6.05	 	Depositor,
    Master Servicer and Special Servicer Not to Resign	377
	Section
    6.06	 	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	378
	Section
    6.07	 	The
    Master Servicer and the Special Servicer as Certificate Owner	378
	Section
    6.08	 	The
    Directing Certificateholder and the Risk Retention Consultation Party	378
	 	 
	ARTICLE VII SERVICER TERMINATION EVENTS	382
	 	 	 	 
	Section
    7.01	 	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	382
	Section
    7.02	 	Trustee
    to Act; Appointment of Successor	391
	Section
    7.03	 	Notification
    to Certificateholders	393
	Section
    7.04	 	Waiver
    of Servicer Termination Events	394
	Section
    7.05	 	Trustee
    as Maker of Advances	394
	 	 
	ARTICLE VIII CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	395
	 	 	 	 
	Section
    8.01	 	Duties
    of the Trustee and the Certificate Administrator	395
	Section
    8.02	 	Certain
    Matters Affecting the Trustee and the Certificate Administrator	396







    	 	-iii-	 



    	 	 



    

 


	Section
    8.03	 	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	399
	Section
    8.04	 	Trustee
    or Certificate Administrator May Own Certificates	399
	Section
    8.05	 	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	399
	Section
    8.06	 	Eligibility
    Requirements for Trustee and Certificate Administrator	401
	Section
    8.07	 	Resignation
    and Removal of the Trustee and Certificate Administrator	401
	Section
    8.08	 	Successor
    Trustee or Certificate Administrator	404
	Section
    8.09	 	Merger
    or Consolidation of Trustee or Certificate Administrator	404
	Section
    8.10	 	Appointment
    of Co-Trustee or Separate Trustee	405
	Section
    8.11	 	Appointment
    of Custodians	406
	Section
    8.12	 	Representations
    and Warranties of the Trustee	406
	Section
    8.13	 	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	407
	Section
    8.14	 	Representations
    and Warranties of the Certificate Administrator	407
	Section
    8.15	 	Compliance
    with the PATRIOT Act	409
	 	 
	ARTICLE
IX TERMINATION	409
	 	 	 	 
	Section
    9.01	 	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	409
	Section
    9.02	 	Additional
    Termination Requirements	413
	 	 
	ARTICLE X ADDITIONAL REMIC PROVISIONS 	413
	 	 	 	 
	Section
    10.01	 	REMIC
    Administration	413
	Section
    10.02	 	Use
    of Agents	417
	Section
    10.03	 	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	418
	Section
    10.04	 	Appointment
    of REMIC Administrators	418
	 	 
	ARTICLE XI EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	419
	 	 	 	 
	Section
    11.01	 	Intent
    of the Parties; Reasonableness	419
	Section
    11.02	 	Succession;
    Subcontractors	420
	Section
    11.03	 	Filing
    Obligations	422
	Section
    11.04	 	Form 10-D
    and Form ABS-EE Filings	423
	Section
    11.05	 	Form 10-K
    Filings	427
	Section
    11.06	 	Sarbanes-Oxley
    Certification	430
	Section
    11.07	 	Form 8-K
    Filings	431
	Section
    11.08	 	Form 15
    Filing	433
	Section
    11.09	 	Annual
    Compliance Statements	433
	Section
    11.10	 	Annual
    Reports on Assessment of Compliance with Servicing Criteria	435
	Section
    11.11	 	Annual
    Independent Public Accountants’ Attestation Report	437
	Section
    11.12	 	Indemnification	438
	Section
    11.13	 	Amendments	441
	Section
    11.14	 	Regulation AB
    Notices	441







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	Section
    11.15	 	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	441
	Section
    11.16	 	[RESERVED]	446
	Section
    11.17	 	Impact
    of Cure Period	447
	 	 
	ARTICLE XII the asset representations reviewer 	447
	 	 	 	 
	Section
    12.01	 	Asset
    Review	447
	Section
    12.02	 	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	453
	Section
    12.03	 	Resignation
    of the Asset Representations Reviewer	454
	Section
    12.04	 	Restrictions
    of the Asset Representations Reviewer	455
	Section
    12.05	 	Termination
    of the Asset Representations Reviewer	455
	 	 
	ARTICLE XIII MISCELLANEOUS PROVISIONS	458
	 	 	 	 
	Section
    13.01	 	Amendment	458
	Section
    13.02	 	Recordation
    of Agreement; Counterparts	462
	Section
    13.03	 	Limitation
    on Rights of Certificateholders	463
	Section
    13.04	 	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	464
	Section
    13.05	 	Notices	464
	Section
    13.06	 	Severability
    of Provisions	470
	Section
    13.07	 	Grant
    of a Security Interest	470
	Section
    13.08	 	Successors
    and Assigns; Third Party Beneficiaries	471
	Section
    13.09	 	Article
    and Section Headings	471
	Section
    13.10	 	Notices
    to the Rating Agencies	471
	Section
    13.11	 	PNC
    Bank, National Association	473







  




	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (other than Class V and
    Class R Certificates)
	EXHIBIT A-2	Form of Class V Certificate
	EXHIBIT A-3	Form of Class R Certificate
	EXHIBIT B	Mortgage Loan Schedule
	EXHIBIT C	Form of Investment Representation Letter
	EXHIBIT D-1	Form of Transferee Affidavit for Transfers of
    Class R Certificates
	EXHIBIT D-2	Form of Transferor Letter for Transfers of Class
    R Certificates
	EXHIBIT D-3	[RESERVED]
	EXHIBIT D-4	[RESERVED]
	EXHIBIT D-5	[RESERVED]
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter regarding
    ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter regarding
    Class V and Class R Certificates
	EXHIBIT G	Form of Distribution Date Statement
	EXHIBIT H	Form of Omnibus Assignment
	EXHIBIT I	Form of Transfer Certificate for Rule 144A
    Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period



 





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	EXHIBIT J	Form of Transfer Certificate for Rule 144A
    Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT K	Form of Transfer Certificate for Temporary Regulation S
    Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	EXHIBIT L	Form of Transfer Certificate for Temporary Regulation S
    Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT M	Form of Transfer Certificate for Non-Book Entry
    Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	Form of Transfer Certificate for Non-Book Entry
    Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	Form of Transfer Certificate for Non-Book Entry
    Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	Form of Investor Certification for Non-Borrower
    Party and/or Risk Retention Consultation Party (for Persons other than the Directing Certificateholder and/or a Controlling
    Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower
    Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower
    Party (for Persons other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling
    Class Certificateholder)
	EXHIBIT P-1D	Form of Investor Certification for Borrower
    Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class
    Holder
	EXHIBIT P-1F	Form of Notice of Excluded Controlling Class
    Holder to Certificate Administrator
	EXHIBIT P-1G	Form of Certification of Directing Certificateholder
	EXHIBIT P-1H	Form of Certification of the Risk Retention
    Consultation Party
	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q-1	Initial Custodian Certification/Exception Report
	EXHIBIT Q-2	Final Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney by Trustee for Master
    Servicer
	EXHIBIT R-2	Form of Power of Attorney by Trustee for Special
    Servicer
	EXHIBIT S	Initial Companion Holders of Serviced Companion
    Loans
	EXHIBIT T	Form of Notice Relating to the Non-Serviced
    Mortgage Loans
	EXHIBIT U	Form of Notice and Certification Regarding Defeasance
    of Mortgage Loan
	EXHIBIT V	Form of Operating Advisor Annual Report
	EXHIBIT W	Form of Notice from Operating Advisor Recommending
    Replacement of Special Servicer
	EXHIBIT X	Form of Confidentiality Agreement
	EXHIBIT Y	Form Certification to be Provided with Form
    10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor
    by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor
    by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor
    by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor
    by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor
    by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor
    by Custodian
	EXHIBIT Z-7	Form
    of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT AA	Servicing Criteria to be Addressed in Assessment
    of Compliance



 





     -vi-


     

    

 


	EXHIBIT BB	Additional Form 10-D Disclosure
	EXHIBIT CC	Additional Form 10-K Disclosure
	EXHIBIT DD	Form 8-K Disclosure Information
	EXHIBIT EE	Additional Disclosure Notification
	EXHIBIT FF	Initial Sub-Servicers
	EXHIBIT GG	Servicing Function Participants
	EXHIBIT HH	Form of Annual Compliance Statement
	EXHIBIT II	Form of Report on Assessment of Compliance with
    Servicing Criteria
	EXHIBIT JJ	CREFC® Payment Information
	EXHIBIT KK	Form of Notice of Additional Indebtedness Notification
	EXHIBIT LL	[RESERVED]
	EXHIBIT MM	Additional Disclosure Notification (Accounts)
	EXHIBIT NN	Form of Notice of Purchase of Controlling Class
    Certificate
	EXHIBIT OO	Form of Asset Review Report
	EXHIBIT PP	Form of Asset Review Report Summary
	EXHIBIT QQ	Asset Review Procedures
	EXHIBIT RR	Form of Certification to Certificate Administrator
    Requesting Access to Secure Data Room
	EXHIBIT SS	Form of Notice of [Additional Delinquent Mortgage
    Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	EXHIBIT TT-1	Form of Transferor Certificate for Transfer
    of the Excess Servicing Fee Rights
	EXHIBIT TT-2	Form of Transferee Certificate for Transfer
    of the Excess Servicing Fee Rights
	EXHIBIT UU	[RESERVED]
	EXHIBIT VV	Form of Exchange Letter
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
    
	SCHEDULE 3	Mortgage Loans with Specified Escrows, Reserves,
    Holdbacks and Letters of Credit
	SCHEDULE 4	Mortgage Loans with Franchise Agreements that
    Require Notice














 






     -vii-


     

    

 


This
Pooling and Servicing Agreement is dated and effective as of April 1, 2022, between Morgan Stanley Capital I Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


The
Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”),
to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate will evidence the entire
beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage
loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated
portions of the Trust (exclusive of the entitlement to Excess Interest and the proceeds thereof in the Excess Interest Distribution
Account) for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier
REMIC” and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).


 


In
addition, the parties intend that the portion of the Trust Fund consisting of the Grantor Trust Designated Portions shall be classified
as a trust under section 301.7701-4(c) of the Treasury Regulations, and the holders of the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates, the Class
C Exchangeable Certificates and the Class V Certificates shall be the beneficial owners of the trust (hereafter, the “Grantor
Trust”) under section 671 of the Code. The Grantor Trust shall not be treated as part of either Trust REMIC. The Certificate
Administrator shall take all actions expressly required hereunder to ensure the continuation of such tax consequences.


 


The
Depositor intends to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any entitlement to Excess Interest and the Excess Interest Distribution
Account) and will issue the Class LA1, Class LA2, Class LA3, Class LASB, Class LA4, Class LA5, Class LAS,
Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LHRR Uncertificated Interests
(the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier
REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole
Class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.


 






     


     

    

 


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


 


	Class
                                         Designation

        
	 	Pass-Through
Rate 
	 	Original Lower-Tier
 Principal Amount 



	Class
    LA1	 	(1)	 	$      9,100,000	 
	Class
    LA2	 	(1)	 	$    30,000,000	 
	Class
    LA3	 	(1)	 	$    20,000,000	 
	Class
    LASB	 	(1)	 	$    16,400,000	 
	Class
    LA4	 	(1)	 	$  166,893,000	 
	Class
    LA5	 	(1)	 	$  237,382,000	 
	Class
    LAS	 	(1)	 	$    78,821,000	 
	Class
    LB	 	(1)	 	$    28,272,000	 
	Class
    LC	 	(1)	 	$    28,273,000	 
	Class
    LD	 	(1)	 	$    14,564,000	 
	Class
    LE	 	(1)	 	$    11,138,000	 
	Class
    LF	 	(1)	 	$    15,421,000	 
	Class
    LG	 	(1)	 	$      6,854,000	 
	Class
    LHRR	 	(1)	 	$    22,276,176	 
	Class
    LR	 	N/A(2)	 	N/A      	 




 


 






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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class
A-SB, Class X-A, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G and Class H-RR Certificates
and the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1, Class A-5-X2, Class A-S, Class A-S-X1, Class A-S-X2,
Class B, Class B-X1, Class B-X2, Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests, each of which will represent
a “regular interest” in the Upper-Tier REMIC (collectively, the “Upper-Tier Regular Interests”).
Each of the Upper-Tier Regular Interests designated as Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class X-D, Class
X-F, Class X-G, Class D, Class E, Class F, Class G and Class H-RR will be represented by a Class of Regular Certificates with
the same alphanumeric designation and Pass-Through Rate, Certificates Balance or Notional Amount and entitlements as such Class
of Regular Certificates.


 


The
Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is the sole Class of “residual interests”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class
UR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance or Notional Amount, will not bear


 






    -2-


     


    

 


interest
and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.


 


THE
UPPER-TIER REGULAR INTERESTS


 


The
following table (and related paragraphs) sets forth the designation, the approximate initial Pass-Through Rate and the initial
Certificate Balance (the “Original Certificate Balance”) or initial Notional Amount (the “Original
Notional Amount”), as applicable, for each Class of Upper-Tier Regular Interests:


 


	Designation
        of Upper-

        Tier Regular Interest

        
	 	Approximate
        

        Initial Pass-

        Through Rate

        
	 	Original
                    Certificate Balance 
 or
                    Notional Amount 



	Class
    A-1	 	3.17200%	 	 	$          9,100,000
	Class
    A-2	 	3.79535%	 	 	$          30,000,000
	Class
    A-3	 	3.64400%	 	 	$          20,000,000
	Class
    A-SB 	 	3.79535%	 	 	$          16,400,000
	Class
    A-4 	 	2.72500%	 	 	$          166,893,000
	Class
    A-4-X1	 	0.50000%	 	 	$          166,893,000
    (1)
	Class
    A-4-X2	 	0.50000%	 	 	$          166,893,000
    (1)
	Class
    A-5	 	2.79535%	 	 	$          237,382,000
	Class
    A-5-X1	 	0.50000%	 	 	$          237,382,000
    (1)
	Class
    A-5-X2	 	0.50000%	 	 	$     
        237,382,000     (1)
	Class
    X-A 	 	0.04260%	 	 	$          479,775,000
    (1)
	Class
    X-D 	 	1.29535%	 	 	$          25,702,000
    (1)
	Class
    X-F 	 	1.29535%	 	 	$          15,421,000(1)
	Class
    X-G 	 	1.29535%	 	 	$          6,854,000(1)
	Class
    A-S 	 	2.79535%	 	 	$          78,821,000
	Class
    A-S-X1	 	0.50000%	 	 	$          78,821,000(1)
	Class
    A-S-X2	 	0.50000%	 	 	$          78,821,000(1)
	Class
    B 	 	2.79535%	 	 	$          28,272,000
	Class
    B-X1	 	0.50000%	 	 	$          28,272,000(1)
	Class
    B-X2	 	0.50000%	 	 	$          28,272,000(1)
	Class
    C 	 	2.79535%	 	 	$          28,273,000
	Class
    C-X1	 	0.50000%	 	 	$          28,273,000(1)
	Class
    C-X2	 	0.50000%	 	 	$          28,273,000(1)
	Class
    D 	 	2.50000%	 	 	$          14,564,000
	Class
    E 	 	2.50000%	 	 	$          11,138,000
	Class
    F	 	2.50000%	 	 	$          15,421,000
	Class
    G	 	2.50000%	 	 	$          6,854,000
	Class
    H-RR	 	3.79535%	 	 	$          22,276,176







 






	(1)	No
                                         Class of the Class X-A, Class X-D, Class X-F or Class X-G Certificates nor any of
                                         the Class A-4-X1, Class A-4-X2, Class A-5-X1, Class A-5-X2, Class A-S-X1, Class A-S-X2,
                                         Class B-X1, Class B-X2, Class C-X1 or Class C-X2 Upper-Tier Regular Interests will have
                                         a Certificate Balance; rather, each such Class will accrue interest as provided herein
                                         on the related Notional Amount.



 


The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC
as cash flow on the Upper-Tier Regular Interests, without creating any shortfall, actual or potential (other than for credit losses),
to any


 






    -3-


     


    

 


REMIC regular interests. To the extent that the structure is believed to diverge from such intention, the parties identifying
such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the
intended result and will, to the extent necessary, rectify any drafting errors or seek clarification to the structure without
Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making
any amendments in accordance with Section 13.01.


 


THE
GRANTOR TRUST


 


The
following table sets forth each Class of Certificates that represents an undivided beneficial interest in the corresponding portion
of the Grantor Trust (each such portion, a “Grantor Trust Designated Portion”).


 


	Class
                                         of Certificates 
	Corresponding
                                         Grantor Trust Designated Portion 

	Each
    Class of Exchangeable Certificates	The
    related Exchangeable Class Specific Grantor Trust Assets
	Class
    V Certificates	Class
    V Specific Grantor Trust Assets


 


As
provided herein, the Certificate Administrator shall not take any actions that would (i) cause the Grantor Trust not to be classified
as a grantor trust for federal income tax purposes, (ii) cause the holders of such Classes of Certificates not to be the owners
of their Grantor Trust Designated Portions or (iii) cause the Grantor Trust to be treated as part of any Trust REMIC. The Class V
Certificates will not have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment
Premiums or Yield Maintenance Charges.


 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of
all payments of principal due on or before such date, whether or not received, equal to $685,394,176.


 


To
the fullest extent permitted by law, any inconsistencies or ambiguities in this agreement or in the administration of this agreement
shall be resolved in a manner that preserves the validity and intended tax treatment of the Trust REMICs and the Grantor Trust
and causes the maximum amounts to be paid with respect to the holders of the REMIC regular interests in the Lower-Tier REMIC and
the Upper-Tier REMIC.


 


WHOLE
LOANS


 


	Whole
    Loan	Type	Non-Serviced
    PSA	Mortgage
    Loan	Companion
    Loan(s)
	Constitution
    Center Whole Loan	Serviced
    A/B Whole Loan	N/A	Constitution
    Center Mortgage Loan	Constitution
    Center Serviced Pari Passu Companion Loans and Constitution Center Serviced Subordinate Companion Loans



 






    -4-


     


    

 


	ExchangeRight
    Net Leased Portfolio #54 Whole	Serviced
    Pari Passu Whole Loan	N/A	ExchangeRight
    Net Leased Portfolio #54 Mortgage Loan	ExchangeRight
    Net Leased Portfolio #54 Serviced Pari Passu Companion Loans
	Rose
    Castle Apartments Whole Loan	Servicing
    Shift Whole Loan	(N/A)(1)	Rose
    Castle Apartments Mortgage Loan	Rose
    Castle Apartments Pari Passu Companion Loans
	601
    Lexington Avenue Whole Loan	Non-Serviced
    Whole Loan	BXP
    2021-601L TSA	601
    Lexington Avenue Mortgage Loan	601
    Lexington Avenue Non-Serviced Pari Passu Companion Loans and 601 Lexington Avenue Non-Serviced Subordinate Companion Loans
	26
    Broadway Whole Loan	Non-Serviced
    Whole Loan	BWAY
    2022-26BW TSA	26
    Broadway Mortgage Loan	26
    Broadway Non-Serviced Pari Passu Companion Loans and 26 Broadway Non-Serviced Subordinate Companion Loans
	Midtown
    Square Whole Loan	Non-Serviced
    Whole Loan	BANK
    2022-BNK40 PSA	Midtown
    Square Mortgage Loan	Midtown
    Square Non-Serviced Pari Passu Companion Loans
	Coleman
    Highline Phase IV Whole Loan	Non-Serviced
    Whole Loan	COLEM
    2022-HLNE TSA	Coleman
    Highline Phase IV Mortgage Loan	Coleman
    Highline Phase IV Non-Serviced Pari Passu Companion Loans and Coleman Highline Phase IV Non-Serviced Subordinate Companion
    Loans
	Visions
    Hotel Portfolio III Whole Loan	Serviced
    Pari Passu Whole Loan	N/A	Visions
    Hotel Portfolio III Mortgage Loan	Visions
    Hotel Portfolio III Serviced Pari Passu Companion Loan



 






    -5-


     


    

 


	ILPT
    Logistics Portfolio Whole Loan	Non-Serviced
    Whole Loan	ILPT
    2022-LPFX TSA	ILPT
    Logistics Portfolio Mortgage Loan	ILPT
    Logistics Portfolio Non-Serviced Pari Passu Companion Loans and ILPT Logistics Portfolio Non-Serviced Subordinate Companion
    Loans
	Bedrock
    Portfolio Whole Loan	Non-Serviced
    Whole Loan	BMARK
    2022-B32 PSA	Bedrock
    Portfolio Mortgage Loan	Bedrock
    Portfolio Non-Serviced Pari Passu Companion Loans
	Pacific
    Castle Portfolio Whole Loan	Servicing
    Shift Whole Loan	(N/A)(2)	Pacific
    Castle Portfolio Mortgage Loan	Pacific
    Castle Portfolio Pari Passu Companion Loans
	NYC
    MFRT Portfolio Whole Loan	Non-Serviced
    Whole Loan	BMO
    2022-C1 PSA	NYC
    MFRT Portfolio Mortgage Loan	NYC
    MFRT Portfolio Non-Serviced Pari Passu Companion Loans




 


	(1)	On
                                         and after the related Controlling Companion Loan Securitization Date, the related Non-Serviced
                                         PSA shall be the Rose Castle Apartments PSA.



 


	(2)	On
                                         and after the related Controlling Companion Loan Securitization Date, the related Non-Serviced
                                         PSA shall be the Pacific Castle Portfolio PSA.



 


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


 


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


 


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


 






    -6-


     


    

 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


“26
Broadway Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of February 4, 2022, by and
between the holders of the respective promissory notes evidencing the 26 Broadway Whole Loan, relating to the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“26
Broadway Mortgage Loan”: With respect to the 26 Broadway Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-4 and
A-6, and is pari passu in right of payment with the 26 Broadway Non-Serviced Pari Passu Companion Loans and generally senior in
right of payment to the 26 Broadway Non-Serviced Subordinate Companion Loans to the extent set forth in the 26 Broadway Intercreditor
Agreement.


 


“26
Broadway Mortgaged Property”: The Mortgaged Property that secures the 26 Broadway Whole Loan.


 


“26
Broadway Non-Serviced Pari Passu Companion Loans”: With respect to the 26 Broadway Whole Loan, as of the Closing Date,
the pari passu companion loans evidenced by the related promissory notes A-1, A-2, A-3 and A-5, made by the related Mortgagor
and secured by the Mortgage on the 26 Broadway Mortgaged Property, which are not included in the Trust and which are pari passu
in right of payment to the 26 Broadway Mortgage Loan and generally senior in right of payment to the 26 Broadway Non-Serviced
Subordinate Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the 26 Broadway
Intercreditor Agreement.


 


“26
Broadway Non-Serviced Subordinate Companion Loans”: With respect to the 26 Broadway Whole Loan, as of the Closing Date,
the Companion Loans evidenced by the promissory notes designated as promissory notes B-1 and B-2, made by the related Mortgagor
and secured by the Mortgage on the 26 Broadway Mortgaged Property, which are not included in the


 






    -7-


     


    

 


Trust and which are generally
subordinate in right of payment to the 26 Broadway Mortgage Loan and the 26 Broadway Non-Serviced Pari Passu Companion Loans,
to the extent set forth in the related Mortgage Loan documents and as provided in the 26 Broadway Intercreditor Agreement.


 


“26
Broadway Whole Loan”: The 26 Broadway Mortgage Loan, together with the 26 Broadway Non-Serviced Pari Passu Companion
Loans and the 26 Broadway Non-Serviced Subordinate Companion Loans, each of which is secured by the Mortgage on the 26 Broadway
Mortgaged Property. References herein to the 26 Broadway Whole Loan shall be construed to refer to the aggregate indebtedness
under the 26 Broadway Mortgage Loan, the 26 Broadway Non-Serviced Pari Passu Companion Loans and the 26 Broadway Non-Serviced
Subordinate Companion Loans.


 


“30/360
Basis”: Interest accrual on the basis of a 360-day year consisting of twelve (12) 30-day months.


 


“601
Lexington Avenue Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 29, 2021, by and between
the holders of the respective promissory notes evidencing the 601 Lexington Avenue Whole Loan, relating to the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“601
Lexington Avenue Mortgage Loan”: With respect to the 601 Lexington Avenue Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes
A-3-C1 and A-3-C4, and is pari passu in right of payment with the 601 Lexington Avenue Non-Serviced Pari Passu Companion Loans
and generally senior in right of payment to the 601 Lexington Avenue Non-Serviced Subordinate Companion Loans to the extent set
forth in the 601 Lexington Avenue Intercreditor Agreement.


 


“601
Lexington Avenue Mortgaged Property”: The Mortgaged Property that secures the 601 Lexington Avenue Whole Loan.


 


“601
Lexington Avenue Non-Serviced Pari Passu Companion Loans”: With respect to the 601 Lexington Avenue Whole Loan, as of
the Closing Date, the pari passu companion loans evidenced by the related promissory notes A-1-S1, A-1-C1, A-1-C2, A-1-C3, A-1-C4,
A-2-S1, A-2-C1, A-2-C2-1, A-2-C2-2, A-2-C3-1, A-2-C3-2, A-2-C4, A-3-S1, A-3-C2, A-3-C3, A-4-S1, A-4-C1, A-4-C2-1, A-4-C2-2, A-4-C3
and A-4-C4, made by the related Mortgagor and secured by the Mortgage on the 601 Lexington Avenue Mortgaged Property, which are
not included in the Trust and which are pari passu in right of payment to the 601 Lexington Avenue Mortgage Loan and generally
senior in right of payment to the 601 Lexington Avenue Non-Serviced Subordinate Companion Loans to the extent set forth in the
related Mortgage Loan documents and as provided in the 601 Lexington Avenue Intercreditor Agreement.


 


“601
Lexington Avenue Non-Serviced Subordinate Companion Loans”: With respect to the 601 Lexington Avenue Whole Loan, as
of the Closing Date, the Companion Loans evidenced by the promissory notes designated as promissory notes B-1, B-2, B-3 and B-4,
made by the related Mortgagor and secured by the Mortgage on the 601 Lexington Avenue Mortgaged Property, which are not included
in the Trust and which are generally subordinate in right of


 






    -8-


     


    

 


payment to the 601 Lexington Avenue Mortgage Loan and the 601 Lexington
Avenue Non-Serviced Pari Passu Companion Loans, to the extent set forth in the related Mortgage Loan documents and as provided
in the 601 Lexington Avenue Intercreditor Agreement.


 


“601
Lexington Avenue Whole Loan”: The 601 Lexington Avenue Mortgage Loan, together with the 601 Lexington Avenue Non-Serviced
Pari Passu Companion Loans and the 601 Lexington Avenue Non-Serviced Subordinate Companion Loans, each of which is secured by
the Mortgage on the 601 Lexington Avenue Mortgaged Property. References herein to the 601 Lexington Avenue Whole Loan shall be
construed to refer to the aggregate indebtedness under the 601 Lexington Avenue Mortgage Loan, the 601 Lexington Avenue Non-Serviced
Pari Passu Companion Loans and the 601 Lexington Avenue Non-Serviced Subordinate Companion Loans.


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar
structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was
previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal
Reduction Amount is not in effect.


 


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


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage
Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the
related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does
not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain
with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or
similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer
has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (i) unless a Control Termination
Event has occurred and is continuing (and subject to the DCH Limitations), with the consent of the Directing Certificateholder
(and after a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation
Termination Event (and subject to the DCH Limitations), after non-binding consultation with the Directing Certificateholder as
provided in Section 6.08 hereof) (or, with respect to a Serviced AB Whole Loan, and prior to any related Serviced AB Control
Appraisal Period, with the consent of the related Serviced AB Whole Loan Controlling Holder to the extent required under the related
Intercreditor Agreement) and (ii) with respect to a Specially Serviced Loan that is not an Excluded RRCP Loan, after consultation
with the Risk Retention Consultation Party to the extent required by Section 6.08), that either (a) such insurance
is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties
similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located,
or (b) such


 






    -9-


     


    

 


insurance is not available at any rate; provided, that the Directing Certificateholder (or, with respect
to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder prior to any Serviced AB Control Appraisal Period to
the extent required under the related Intercreditor Agreement) and the Risk Retention Consultation Party will not have more than
thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided, further,
that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow it to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any applicable Serviced AB
Whole Loan Controlling Holder, as applicable, it is not required to do so. Each of the Master Servicer (at its own expense) and
the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations
described above).


 


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


 


“Actual/360
Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.


 


“Actual/360
Mortgage Loans”: The Mortgage Loans that accrue interest on an Actual/360 Basis.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, any related Pari Passu Loan Primary Servicing Fee Rate, the Certificate Administrator/Trustee
Fee Rate, the


 






    -10-


     


    

 


Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate.


 


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


 


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


 


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


 


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


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


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


 


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


 


“Anticipated
Repayment Date”: With respect to each ARD Loan, the anticipated maturity date set forth in the related Mortgage Note.


 


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


 


“Applicable
KBRA Permitted Investment Rating”: With respect to any applicable entity, (A) in the case of investments with maturities
of 90 days or less, the short-term debt obligations of which are rated of at least “K3” or the long-term obligations
of which are rated at least “BBB-” and (B) in the case of investments with maturities greater than 90 days but
not more than one year, the short-term debt obligations of which are rated of at least “K1” or the long-term obligations
of which are rated at least “A-” (in each case, if then rated by KBRA).


 


“Applicable
S&P Permitted Investment Rating” With respect to any applicable entity, (A) in the case of investments with
maturities of sixty (60) days or less, the short term obligations of which are rated at least “A-1” by S&P,
and (B) in the case of investments with maturities of more than sixty (60) days, the short term obligations of which are
rated “A-1+” by S&P (or at least “A-1” by S&P, if the long term obligations of which are
rated at least “AA-” by S&P).


 


“Applicable
Laws”: As defined in Section 8.15.


 






    -11-


     


    

 


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


 


“Appraisal”:
An appraisal by an Independent licensed MAI appraiser having at least five (5) years of experience in appraising property
of the same type as, and in the same geographic area as, the Mortgaged Property being appraised, which appraisal complies with
the Uniform Standards of Professional Appraisal Practices and states the “market value” of the subject property as
defined in 12 C.F.R. § 225.62.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan or Serviced Whole Loan as to which any
Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence of
a Consultation Termination Event, in consultation with the Directing Certificateholder (subject to the DCH Limitations) and, after
the occurrence and during the continuance of a Control Termination Event, in consultation with the Operating Advisor), as of the
first Determination Date that is at least ten (10) Business Days following the later of (i) the date on which the Special Servicer
receives an Appraisal (together with information requested by the Special Servicer from the Master Servicer in accordance with
Section 4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation
described below and (ii) the date on which the related Appraisal Reduction Event occurred, equal to the excess of (a) the
Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as applicable, over (b) the excess of (i) the
sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined by (x) one or more Appraisals obtained
by the Special Servicer with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such
Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of
which shall be paid by the Master Servicer as an Advance) or (y) at the Special Servicer’s option either (i) by an Appraisal
obtained by the Special Servicer (the cost of which shall be paid by the Master Servicer as a Servicing Advance) or (ii) an internal
valuation performed by the Special Servicer with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, minus with respect
to any Appraisals such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based
upon its review of the Appraisals and any other information it deems relevant, and (B) all escrows, letters of credit and
reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation, over (ii) the
sum of, as of the Due Date occurring in the month of the date of determination, of (A) to the extent not previously advanced
by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be,
at a per annum rate equal to its Mortgage Rate, (B) all P&I Advances on the related Mortgage Loan and all Servicing
Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan
or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced
Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground
rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then
due and payable) with respect to such


 






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Mortgage Loan or Serviced Whole Loan (which taxes, premiums, ground rents and other amounts
have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the
Special Servicer has not obtained any required Appraisal or performed such valuation referred to above, as applicable, within
sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i)
and (vi) of the definition of “Appraisal Reduction Event,” within one hundred twenty (120) days (in the
case of clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi))
after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be
an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable,
until such time as such Appraisal or valuation referred to above is received or performed by the Special Servicer (together with
information requested by the Special Servicer from the Master Servicer in accordance with Section 4.05 hereof reasonably
necessary to calculate the Appraisal Reduction Amount) and the Appraisal Reduction Amount is calculated by the Special Servicer
as of the first Determination Date that is at least ten (10) Business Days after the later of (a) the date on which the Special
Servicer receives such Appraisal or conducts a valuation as described above and (b) the date on which the related Appraisal Reduction
Event occurred.


 


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


 


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


 


Any
Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in
accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


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


 






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within such time, (vi) ninety (90)
days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan or Companion Loan,
as applicable, except where a refinancing or sale is anticipated within one hundred twenty (120) days after the Maturity Date
of the Mortgage Loan or Companion Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan or Companion Loan, as applicable, becomes an REO Loan; provided that
the thirty (30) day period referenced in clause (iii) and clause (iv) shall not apply if the related Mortgage
Loan is a Specially Serviced Loan; provided, further, that an Appraisal Reduction Event shall not occur at any time
when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer
shall notify the Master Servicer, the Directing Certificateholder, and the Operating Advisor, or the Master Servicer shall notify
the Special Servicer, the Operating Advisor, (and to the extent required under the related Intercreditor Agreement, the Other
Master Servicer, the Other Special Servicer and the Other Trustee), as applicable, promptly upon such Person having notice or
knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of
an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


For
the avoidance of doubt, with respect to clauses (i) and (ii) above, neither (A) a Payment Accommodation with respect to any Mortgage
Loan or Serviced Whole Loan nor (B) any default or delinquency that would have existed but for such Payment Accommodation will
constitute an Appraisal Reduction Event, for so long as the related borrower is complying with the terms of such Payment Accommodation.


 


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


 


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


 


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


 


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


 


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


 


“ARD
Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date. As
of the Closing Date, the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Coleman
Highline Phase IV” is an ARD Loans related to the Trust.


 


“AREF”:
As defined in Section 3.18(i) hereof.


 


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


 


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


 






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“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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 Collection Period and the outstanding principal balance
of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of
the Mortgage Loans (including any successor REO Loans) held by the Trust as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation,
leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered,
as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


“Assignment
of Mortgage”: With respect to any Mortgaged Property, an assignment of Mortgage without recourse, notice of transfer
or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged
Property is located to reflect of record the assignment of the Mortgage, which assignment, notice of transfer or equivalent instrument
may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same
jurisdiction, if permitted by law and acceptable for recording.


 


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


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


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


 






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(a)           the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the
extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement)
(including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this
Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited
by the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any
amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Serviced Companion
Noteholders) as of the close of business on the related P&I Advance Date, exclusive of (without duplication):


 


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


 


(ii)         all unscheduled payments of principal (including Principal Prepayments and together with any related payments of interest allocable
to the period following the related Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation
Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect
to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent
to the related Due Date) allocable to the Mortgage Loans (other than any of the foregoing amounts that constitute Balloon Payments
received on or prior to the related Remittance Date that constitute “Available Funds” for the subject Distribution
Date in accordance with the penultimate paragraph of Section 3.05(a));


 


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


 


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


 


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


 






    -17-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“BANK
2022-BNK40 PSA”: The pooling and servicing agreement, dated as of March 1, 2022, between the Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management
LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Computershare
Trust Company, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer.


 






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


 


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


 


“Bedrock
Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of January 1, 2022, by and between the
holders of the respective promissory notes evidencing the Bedrock Portfolio Whole Loan, relating to the relative rights of such
holders, as the same may be amended in accordance with the terms thereof.


 


“Bedrock
Portfolio Mortgage Loan”: With respect to the Bedrock Portfolio Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 13 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-2-3
and A-2-4, which is pari passu in right of payment with the Bedrock Portfolio Non-Serviced Pari Passu Companion Loans to the extent
set forth in the Bedrock Portfolio Intercreditor Agreement.


 


“Bedrock
Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that secures the Bedrock Portfolio Whole Loan.


 


“Bedrock
Portfolio Non-Serviced Pari Passu Companion Loans”: With respect to the Bedrock Portfolio Whole Loan, as of the Closing
Date, the pari passu companion loans evidenced by the related promissory notes A-1-1, A-1-2, A-1-3, A-1-4, A-1-5, A-1-6, A-2-1
and A-2-2, made by the related Mortgagor and secured by the Mortgage on the Bedrock Portfolio Mortgaged Property, which are not
included in the Trust and which is pari passu in right of payment to the Bedrock Portfolio Mortgage Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the Bedrock Portfolio Intercreditor Agreement.


 


“Bedrock
Portfolio Whole Loan”: The Bedrock Portfolio Mortgage Loan, together with the Bedrock Portfolio Non-Serviced Pari Passu
Companion Loans, each of which is secured by the same Mortgage on the Bedrock Portfolio Mortgaged Property. References herein
to the Bedrock Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under the Bedrock Portfolio Mortgage
Loan and the Bedrock Portfolio Non-Serviced Pari Passu Companion Loans.


 


“BMARK
2022-B32 PSA”: The pooling and servicing agreement, dated as of February 1, 2022, between the J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
KeyBank National Association, as special servicer, Computershare Trust Company, National Association, as certificate administrator,
Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer.


 


“BMO”:
As defined in Section 3.18(i).


 


“BMO
2022-C1 PSA”: The pooling and servicing agreement, dated as of February 1, 2022, between BMO Commercial Mortgage Securities
LLC, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management, Situs Holdings, LLC and KeyBank
National Association, each as a special servicer as described therein, Park Bridge Lender


 






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Services LLC, as operating advisor and
asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator, and Wilmington
Trust, National Association, as trustee.


 


“BMO
Lender Successor Borrower Right”: As defined in Section 3.18(i).


 


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


 


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


 


“Borrower
Party Affiliate”: With respect to a borrower, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender,
(a) any other Person controlling or controlled by or under common control with such borrower, manager or Accelerated Mezzanine
Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in
such borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Borrower-Related
Party”: As defined in Section 3.31(a).


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in
Exhibit 2 to the related Mortgage Loan Purchase Agreement.


 


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


 


“BWAY
2022-26BW TSA”: The trust and servicing agreement, dated as of February 6, 2022, between BMO Commercial Mortgage Securities
LLC, as depositor, KeyBank National Association, as servicer, KeyBank National Association, as special servicer, Wilmington Trust,
National Association, as trustee, Computershare Trust Company, National Association, as certificate administrator, and Pentalpha
Surveillance LLC, as operating advisor.


 


“BXP
2021-601L TSA”: The trust and servicing agreement, dated as of December 29, 2021, between 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 trustee.


 






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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2022-L8, as executed and delivered
by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


“Certificate
Administrator/Trustee Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate
Administrator’s activities under this Agreement.


 


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall accrue at a rate equal to 0.01087%
per annum on the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date.


 


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


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates or Exchangeable Upper-Tier P&I Regular Interest,
(i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class of Principal
Balance Certificates or Exchangeable Upper-Tier P&I Regular Interest as specified in the Preliminary Statement hereto and
(ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal
Balance Certificates or Exchangeable Upper-Tier P&I Regular Interest on the Distribution Date immediately prior to such date
of determination (determined as adjusted pursuant to Section 1.02(iii) and Section 5.11). Each Class of Exchangeable
P&I Certificates shall have a Certificate Balance equal to its Class Percentage Interest multiplied by the Certificate Balance
of the Exchangeable Upper-Tier P&I Regular Interest that is a Corresponding Exchangeable Upper-Tier Regular Interest with
respect to such Class.


 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class V and Class R Certificates), as of any date
of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the
then-related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance
(subject, in the case of an Exchangeable Certificate, to any adjustments thereto as reflected on the schedule attached thereto).


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as
reflected on the books of the Depository or on the books


 






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of a Depository Participant or on the books of an indirect participating
brokerage firm for which a Depository Participant acts as agent.


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant
to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor,
any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding
and any Class X-F, Class X-G, Class F, Class G or Class H-RR Certificate registered in the name of or beneficially owned by the
Holder of the VRR Interest shall be deemed not to be outstanding (provided that notwithstanding the foregoing, (x) any
Controlling Class Certificates owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding as to such
Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan and (y) any Controlling
Class Certificates owned by the Special Servicer or an Affiliate thereof shall be deemed not to be outstanding as to the Special
Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which
it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect
any such consent, approval, waiver or take any such action has been obtained; provided, that the foregoing restrictions
shall not apply in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded
Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any
of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit
its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect
to a Mortgage Loan contributed by such Mortgage Loan Seller; provided, further, that so long as there is no Servicer
Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master Servicer and the Special
Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably
be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided,
further, that such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s
or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any
Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided
an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow
of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of
the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, that the parties hereto shall be required to recognize as a “Holder”
or “Certificateholder” only the Person in whose name a Certificate is registered in


 






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the Certificate Register. The
Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights allocable
to all Principal Balance Certificates (taking into account, other than with respect to the termination of the Asset Representations
Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective
Classes thereof).


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With respect to any Certificates, all of the Certificates bearing the same alphanumeric Class designation. Each designated Lower-Tier
Regular Interest shall be a Class. Each Exchangeable Upper-Tier Regular Interest shall be a Class.


 


“Class A
Certificate”: Any Class A-1 Certificate, Class A-2 Certificate, Class A-3, Class A-SB Certificate, Class A-4 Exchangeable
Certificate, Class A-5 Exchangeable Certificate and Class A-S Exchangeable Certificate.


 


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


 


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


 


“Class A-3
Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-4 Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit
A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets
for purposes of the Code.


 


“Class
A-4 Exchangeable Certificate”: Any of the Class A-4, Class A-4-1, Class A-4-2, Class A-4-X1 and Class A-4-X2 Certificates.


 






    -23-


     


    

 


“Class
A-4 Upper-Tier Regular Interest”, “Class A-4-X1 Upper-Tier Regular Interest” and “Class
A-4-X2 Upper-Tier Regular Interest”: Each, an uncertificated regular interest in the Upper-Tier REMIC which is issued
by the Upper-Tier REMIC, held as an asset of the Grantor Trust and has the initial Pass-Through Rate and Original Certificate
Balance or Original Notional Amount set forth in the Preliminary Statement hereto.


 


“Class
A-4-1 Certificate”: A Certificate designated as “Class A-4-1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-4-2 Certificate”: A Certificate designated as “Class A-4-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-4-X1 Certificate”: A Certificate designated as “Class A-4-X1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-4-X2 Certificate”: A Certificate designated as “Class A-4-X2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-5 Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-5 Exchangeable Certificate”: Any of the Class A-5, Class A-5-1, Class A-5-2, Class A-5-X1 and Class A-5-X2 Certificates.


 


“Class
A-5 Upper-Tier Regular Interest”, “Class A-5-X1 Upper-Tier Regular Interest” and “Class
A-5-X2 Upper-Tier Regular Interest”: Each, an uncertificated regular interest in the Upper-Tier REMIC which is issued
by the Upper-Tier REMIC, held as an asset of the Grantor Trust and has the initial Pass-Through Rate and Original Certificate
Balance or Original Notional Amount set forth in the Preliminary Statement hereto.


 


“Class
A-5-1 Certificate”: A Certificate designated as “Class A-5-1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-5-2 Certificate”: A Certificate designated as “Class A-5-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-5-X1 Certificate”: A Certificate designated as “Class A-5-X1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 






    -24-


     


    

 


“Class
A-5-X2 Certificate”: A Certificate designated as “Class A-5-X2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class A-S
Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
A-S Exchangeable Certificate”: Any of the Class A-S, Class A-S-1, Class A-S-2, Class A-S-X1 and Class A-S-X2 Certificates.


 


“Class A-S
Upper-Tier Regular Interest”, “Class A-S-X1 Upper-Tier Regular Interest” and “Class A-S-X2
Upper-Tier Regular Interest”: Each, an uncertificated regular interest in the Upper-Tier REMIC which is issued by
the Upper-Tier REMIC, held as an asset of the Grantor Trust and has the initial Pass-Through Rate and Original Certificate Balance
or Original Notional Amount set forth in the Preliminary Statement hereto.


 


“Class A-S-1
Certificate”: A Certificate designated as “Class A-S-1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class A-S-2
Certificate”: A Certificate designated as “Class A-S-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class A-S-X1
Certificate”: A Certificate designated as “Class A-S-X1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class A-S-X2
Certificate”: A Certificate designated as “Class A-S-X2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


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


 


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


 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
B Exchangeable Certificate”: Any of the Class B, Class B-1, Class B-2, Class B-X1 and Class B-X2 Certificates.


 






    -25-


     


    

 


“Class B
Upper-Tier Regular Interest”, “Class B-X1 Upper-Tier Regular Interest” and “Class B-X2
Upper-Tier Regular Interest”: Each, an uncertificated regular interest in the Upper-Tier REMIC which is issued by
the Upper-Tier REMIC, held as an asset of the Grantor Trust and has the initial Pass-Through Rate and Original Certificate Balance
or Original Notional Amount set forth in the Preliminary Statement hereto.


 


“Class B-1
Certificate”: A Certificate designated as “Class B-1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class B-2
Certificate”: A Certificate designated as “Class B-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class B-X1
Certificate”: A Certificate designated as “Class B-X1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class B-X2
Certificate”: A Certificate designated as “Class B-X2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class
C Exchangeable Certificate”: Any of the Class C, Class C-1, Class C-2, Class C-X1 and Class C-X2 Certificates.


 


“Class C
Upper-Tier Regular Interest”, “Class C-X1 Upper-Tier Regular Interest” and “Class C-X2
Upper-Tier Regular Interest”: Each, an uncertificated regular interest in the Upper-Tier REMIC which is issued by
the Upper-Tier REMIC, held as an asset of the Grantor Trust and has the initial Pass-Through Rate and Original Certificate Balance
or Original Notional Amount set forth in the Preliminary Statement hereto.


 


“Class C-1
Certificate”: A Certificate designated as “Class C-1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class C-2
Certificate”: A Certificate designated as “Class C-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


“Class C-X1
Certificate”: A Certificate designated as “Class C-X1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 






    -26-


     


    

 


“Class C-X2
Certificate”: A Certificate designated as “Class C-X2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets for
purposes of the Code.


 


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


 


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


 


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


 


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


 


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


 


“Class
LA1 Uncertificated Interest”, “Class LA2 Uncertificated Interest”, “Class LA3 Uncertificated
Interest”, “Class LASB Uncertificated Interest”, “Class LA4 Uncertificated Interest”,
“Class LA5 Uncertificated Interest”, “Class LAS Uncertificated Interest”, “Class
LB Uncertificated Interest”, “Class LC Uncertificated Interest”, “Class LD Uncertificated
Interest”, “Class LE Uncertificated Interest”, “Class LF Uncertificated Interest”,
“Class LG Uncertificated Interest”, “Class LHRR Uncertificated Interest”: Each, an uncertificated
regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.


 


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


 


“Class
Percentage Interest”: With respect to each Class of Exchangeable Certificates and each Corresponding Exchangeable Upper-Tier
Regular Interest, (x) the Certificate Balance (or, if such Class has an “X” suffix, Notional Amount) of such Class
of Certificates, divided by (y) the Certificate Balance of the Class A-4 Upper-Tier Regular Interest (if such Class of Exchangeable
Certificates has an “A-4” designation), the Certificate Balance of the Class A-5 Upper-Tier Regular Interest (if such
Class of Exchangeable Certificates has an “A-5” designation), the Certificate Balance of the Class A-S Upper-Tier
Regular Interest (if such Class of Exchangeable Certificates has an “A-S” designation), the Certificate Balance of
the Class B Upper-Tier Regular Interest (if such Class of Exchangeable Certificates has a “B” designation) or the
Certificate Balance of the Class C Upper-Tier Regular Interest (if such Class of Exchangeable Certificates has a “C”
designation).


 






    -27-


     


    

 


The
initial Class Percentage Interest of each Class of Exchangeable Certificates in each of the Corresponding Exchangeable Upper-Tier
Regular Interests is set forth below:


 


	Class
                                         of Exchangeable 

Certificates

        
	Class
Percentage 

Interest in the 

Class A-4 Upper-

Tier Regular 

Interest 
	Class
                                         Percentage 

Interest in the 

Class A-4-X1 

Upper-Tier 

Regular Interest

        
	Class
                                         Percentage 

Interest in the 

Class A-4-X2 

Upper-Tier 

Regular Interest

        

	Class
    A-4 Certificates	100%	100%	100%
	Class
    A-4-1 Certificates	0%	N/A	0%
	Class
    A-4-2 Certificates	0%	N/A	N/A
	Class
    A-4-X1 Certificates	N/A	0%	N/A
	Class
    A-4-X2 Certificates	N/A	0%	0%



 


	Class
                                         of Exchangeable 

Certificates

        
	Class
                                         Percentage

 Interest in the 

Class A-5 Upper-

Tier Regular 

Interest

        
	Class
                                         Percentage 

Interest in the 

Class A-5-X1 

Upper-Tier 

Regular Interest

        
	Class
Percentage 

Interest in the 

Class A-5-X2 

Upper-Tier 

Regular Interest 

	Class
    A-5 Certificates	100%	100%	100%
	Class
    A-5-1 Certificates	0%	N/A	0%
	Class
    A-5-2 Certificates	0%	N/A	N/A
	Class
    A-5-X1 Certificates	N/A	0%	N/A
	Class
    A-5-X2 Certificates	N/A	0%	0%



 


	Class
                                         of Exchangeable 

Certificates

        
	Class
                                         Percentage 

Interest in the 

Class A-S Upper-

Tier Regular 

Interest

        
	Class
                                         Percentage 

Interest in the 

Class A-S-X1 

Upper-Tier 

Regular Interest

        
	Class
                                         Percentage 

Interest in the 

Class A-S-X2 

Upper-Tier 

Regular Interest

        

	Class
    A-S Certificates	100%	100%	100%
	Class
    A-S-1 Certificates	0%	N/A	0%
	Class
    A-S-2 Certificates	0%	N/A	N/A
	Class
    A-S-X1 Certificates	N/A	0%	N/A
	Class
    A-S-X2 Certificates	N/A	0%	0%



 


	Class
                                         of Exchangeable 

Certificates

        
	Class
                                         Percentage 

Interest in the 

Class B Upper-

Tier Regular 

Interest

        
	Class
                                         Percentage 

Interest in the 

Class B-X1 

Upper-Tier 

Regular Interest

        
	Class
                                         Percentage 

Interest in the 

Class B-X2 

Upper-Tier 

Regular Interest

        

	Class
    B Certificates	100%	100%	100%
	Class
    B-1 Certificates	0%	N/A	0%
	Class
    B-2 Certificates	0%	N/A	N/A
	Class
    B-X1 Certificates	N/A	0%	N/A
	Class
    B-X2 Certificates	N/A	0%	0%



 


	Class
                                         of Exchangeable 

Certificates

        
	Class
Percentage

 Interest in the 

Class C Upper- 
	Class
Percentage 

Interest in the 

Class C-X1  
	Class
Percentage 

Interest in the 

Class C-X2  



 






    -28-


     


    




 





	

        
	

Tier Regular 

Interest 
	 

Upper-Tier 

Regular Interest 
	 

Upper-Tier 

Regular Interest 

	Class
    C Certificates	100%	100%	100%
	Class
    C-1 Certificates	0%	N/A	0%
	Class
    C-2 Certificates	0%	N/A	N/A
	Class
    C-X1 Certificates	N/A	0%	N/A
	Class
    C-X2 Certificates	N/A	0%	0%


 


 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-3
hereto, and evidencing the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


“Class V
Certificate”: Each of the Certificates executed and authenticated by the Certificate Administrator in substantially
the form set forth in Exhibit A-2 and designated as a Class V Certificate, and evidencing undivided beneficial
ownership of the Class V Specific Grantor Trust Assets.


 


“Class V
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the entitlement to any Excess Interest,
the Excess Interest Distribution Account and the proceeds thereof.


 


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


 


“Class X
Pass-Through Rate”: The Class X Pass-Through Rate for any Distribution Date shall be: (i) with respect to the Class X-A
Certificates, the excess, if any of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the
weighted average of the Pass-Through Rates on the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates and the Class
A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1 and Class A-5-X2 Upper-Tier Regular Interests for such Distribution Date,
weighted on the basis of their respective Certificate Balances or Notional Amounts immediately prior to the Distribution Date
(but excluding the Notional Amounts of any Exchangeable Upper-Tier IO Regular Interests from the denominator of such weighted
average calculation); (ii) with respect to the Class X-D Certificates, the excess, if any of (a) the Weighted Average Net
Mortgage Rate for such Distribution Date, over (b) the weighted average of the Pass-Through Rates of the Class D and Class
E Certificates for such Distribution Date, weighted on the basis of their respective aggregate Certificate Balances immediately
prior to the Distribution Date; and (iii) with respect to any Class of Class X Certificates with one Underlying Class of Principal
Balance Certificates, the excess, if any of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the
Pass-Through Rate of such Underlying Class for such Distribution Date.


 


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


 






    -29-


     


    

 


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


 


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


 


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


 


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


 


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


 


“Closing
Date”: April 7, 2022.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“COLEM
2022-HLNE TSA”: The trust and servicing agreement, dated as of March 15, 2022, between Barclays Commercial Mortgage
Securities LLC, as depositor, KeyBank National Association, as servicer and as special servicer, Computershare Trust Company,
National Association, as certificate administrator and custodian, and Wilmington Trust, National Association, as trustee.


 


“Coleman
Highline Phase IV Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 23, 2022, by and
between the holders of the respective promissory notes evidencing the Coleman Highline Phase IV Whole Loan, relating to the relative
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“Coleman
Highline Phase IV Mortgage Loan”: With respect to the Coleman Highline Phase IV Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is evidenced by the related promissory
note A-7, and is pari passu in right of payment with the Coleman Highline Phase IV Non-Serviced Pari Passu Companion Loans and
generally senior in right of payment to the Coleman Highline Phase IV Non-Serviced Subordinate Companion Loans to the extent set
forth in the Coleman Highline Phase IV Intercreditor Agreement.


 


“Coleman
Highline Phase IV Mortgaged Property”: The Mortgaged Property that secures the Coleman Highline Phase IV Whole Loan.


 






    -30-


     


    

 


“Coleman
Highline Phase IV Non-Serviced Pari Passu Companion Loans”: With respect to the Coleman Highline Phase IV Whole Loan,
as of the Closing Date, the pari passu companion loans evidenced by the related promissory notes A-1, A-2, A-3, A-4, A-5, A-6,
A-8 and A-9, made by the related Mortgagor and secured by the Mortgage on the Coleman Highline Phase IV Mortgaged Property, which
are not included in the Trust and which are pari passu in right of payment to the Coleman Highline Phase IV Mortgage Loan and
generally senior in right of payment to the Coleman Highline Phase IV Non-Serviced Subordinate Companion Loans to the extent set
forth in the related Mortgage Loan documents and as provided in the Coleman Highline Phase IV Intercreditor Agreement.


 


“Coleman
Highline Phase IV Non-Serviced Subordinate Companion Loans”: With respect to the Coleman Highline Phase IV Whole Loan,
as of the Closing Date, the Companion Loans evidenced by the promissory notes designated as promissory notes B-1 and B-2, made
by the related Mortgagor and secured by the Mortgage on the Coleman Highline Phase IV Mortgaged Property, which are not included
in the Trust and which are generally subordinate in right of payment to the Coleman Highline Phase IV Mortgage Loan and the Coleman
Highline Phase IV Non-Serviced Pari Passu Companion Loans, to the extent set forth in the related Mortgage Loan documents and
as provided in the Coleman Highline Phase IV Intercreditor Agreement.


 


“Coleman
Highline Phase IV Whole Loan”: The Coleman Highline Phase IV Mortgage Loan, together with the Coleman Highline Phase
IV Non-Serviced Pari Passu Companion Loans and the Coleman Highline Phase IV Non-Serviced Subordinate Companion Loans, each of
which is secured by the Mortgage on the Coleman Highline Phase IV Mortgaged Property. References herein to the Coleman Highline
Phase IV Whole Loan shall be construed to refer to the aggregate indebtedness under the Coleman Highline Phase IV Mortgage Loan,
the Coleman Highline Phase IV Non-Serviced Pari Passu Companion Loans and the Coleman Highline Phase IV Non-Serviced Subordinate
Companion Loans.


 


“Collateral
Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included
therein, as well as any equity interests or other obligations senior thereto), over (ii) the sum of (in the case of a Whole Loan,
solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property
or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the
extent on deposit with, or otherwise under the control of, the lender (or otherwise on deposit with a party acceptable to the
lender or expended for the benefit of the Mortgaged Property or the Mortgage Loan at the time the Mortgage Loan became subject
of a workout and became (and as part of the modification related to) such AB Modified Loan) as of the date of such determination,
any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became the subject of
a workout and became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged
Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause
(y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other
escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect
of such AB Modified Loan as of the date of such determination.


 






    -31-


     


    

 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates,
Series 2022-L8, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Serviced Companion Loan is subordinate or pari passu, as applicable, to the
related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the
second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion
Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the
Trust, any Trust REMIC or the Grantor Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period beginning with the
day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the case of the
first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date occurring in
the month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Communication
Request”: As defined in Section 5.06(b)(ii).


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account or subaccount of the Collection
Account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion
Holders, which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association [or name of successor
master servicer], as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating to the
Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, Companion Distribution
Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but
instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible
Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion
Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion
Loan”: Any Serviced Companion Loan or Non-Serviced Companion Loan.


 


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


 






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


 


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


 


“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Serviced
Mortgage Loans and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other
than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master
Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Serviced Mortgage Loan, Serviced Pari
Passu Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate equal
to the Servicing Fee Rate (1) minus (i) any primary servicing fee rate payable to a third-party primary servicer and (ii) 0.000625%,
(2) if no primary servicing fee payable and the loan is a Serviced Mortgage Loan, then minus 0.00125%, or (3) if the mortgage
loan is a Non-Serviced Mortgage Loan, then minus 0.000625%, (B) all Prepayment Interest Excesses received by the Master Servicer
during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long as
a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to
the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such Collection
Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will
the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if
a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan or related Serviced Pari Passu Companion Loan as a result
of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the
terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan,
(W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan,
(X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required
to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of
the Special Servicer or, subject to the DCH Limitations and so long as no Control Termination Event has occurred and is continuing,
the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for
purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without
regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage
Loan or Serviced Pari Passu Companion Loan, otherwise described in clause (i) above in connection with such Prohibited
Prepayments.


 






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For
the avoidance of doubt, Compensating Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal
balances.


 


“Constitution
Center Intercreditor Agreement”: That certain Intercreditor Agreement, dated as of March 1, 2022, by and between the
holders of the respective promissory notes evidencing the Constitution Center Whole Loan, relating to the relative rights of such
holders of the Constitution Center Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Constitution
Center Mortgage Loan”: With respect to the Constitution Center Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-5
and A-9, which is pari passu in right of payment with Constitution Center Serviced Pari Passu Companion Loans and generally
senior in right of payment to the Constitution Center Serviced Subordinate Companion Loans to the extent set forth in the Constitution
Center Intercreditor Agreement.


 


“Constitution
Center Mortgaged Property”: The Mortgaged Property that secures the Constitution Center Whole Loan.


 


“Constitution
Center Serviced Pari Passu Companion Loans”: With respect to the Constitution Center Whole Loan, as of the Closing Date,
the pari passu companion loans evidenced by the related promissory notes A-1, A-2, A-3, A-4, A-6, A-7 and A-8 made by the
related Mortgagor and secured by the Mortgage on the Constitution Center Mortgaged Property, which are not included in the Trust
and which are pari passu in right of payment to the Constitution Center Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the Constitution Center Intercreditor Agreement.


 


“Constitution
Center Serviced Subordinate Companion Loans”: With respect to the Constitution Center Whole Loan, as of the Closing
Date, the Companion Loan evidenced by the promissory note designated as promissory notes B-1, B-2 and B-3, made by the related
Mortgagor and secured by the Mortgage on the Constitution Center Mortgaged Property, which is not included in the Trust and which
is generally subordinate in right of payment to the Constitution Center Mortgage Loan and the Constitution Center Serviced Pari
Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Constitution Center
Intercreditor Agreement.


 


“Constitution
Center Whole Loan”: The Constitution Center Mortgage Loan, together with the Constitution Center Serviced Pari Passu
Companion Loans, the Constitution Center Serviced Subordinate Companion Loans, each of which is secured by the same Mortgage on
the Constitution Center Mortgaged Property. References herein to the Constitution Center Whole Loan shall be construed to refer
to the aggregate indebtedness under the Constitution Center Mortgage Loan, the Constitution Center Serviced Pari Passu Companion
Loans and the Constitution Center Serviced Subordinate Companion Loans.


 






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“Consultation
Termination Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Cumulative Appraisal Reduction Amounts; provided, that a Consultation Termination Event shall be
deemed not continuing in the event that the Certificate Balances of the Principal Balance Certificates other than the Control
Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


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


 


“Control
Termination Event”: The occurrence of the Certificate Balance of the Class F Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, provided, that a
Control Termination Event shall be deemed not continuing in the event that the Certificate Balances of the Principal Balance Certificates
other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on
the Mortgage Loans.


 


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


 


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


 


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


 


“Corporate
Trust Office”: The principal corporate trust offices of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located: (i) with respect to Certificate transfers and surrenders, at 600 South 4th


 






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Street,
7th Floor, Minneapolis, Minnesota 55415; (ii) with respect to the Trustee, at 1100 North Market Street, Wilmington, Delaware
19890, Attn: Corporate Trust Services MSC 2022-L8; and (iii) with respect to the Certificate Administrator (other than for
the purposes set forth in clause (i) of this definition), at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services, MSC 2022-L8.


 


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


 


“Corresponding
Exchangeable Upper-Tier Regular Interests”: With respect to each Class of Exchangeable Certificates, the Exchangeable
Upper-Tier Regular Interest(s) set forth next to it in the table below.


 


	Class
                                         of Exchangeable Certificates

        
	Corresponding
Exchangeable Upper-Tier 

Regular Interests 

	Class
    A-4	Class
    A-4, Class A-4-X1, Class A-4-X2
	Class
    A-4-1	Class
    A-4, Class A-4-X2
	Class
    A-4-2	Class
    A-4
	Class
    A-4-X1	Class
    A-4-X1
	Class
    A-4-X2	Class
    A-4-X1, Class A-4-X2
	Class
    A-5	Class
    A-5, Class A-5-X1, Class A-5-X2
	Class
    A-5-1	Class
    A-5, Class A-5-X2
	Class
    A-5-2	Class
    A-5
	Class
    A-5-X1	Class
    A-5-X1
	Class
    A-5-X2	Class
    A-5-X1, Class A-5-X2
	Class
    A-S	Class
    A-S, Class A-S-X1, Class A-S-X2
	Class
    A-S-1	Class
    A-S, Class A-S-X2
	Class
    A-S-2	Class
    A-S
	Class
    A-S-X1	Class
    A-S-X1
	Class
    A-S-X2	Class
    A-S-X1, Class A-S-X2
	Class
    B	Class
    B, Class B-X1, Class B-X2
	Class
    B-1	Class
    B, Class B-X2
	Class
    B-2	Class
    B
	Class
    B-X1	Class
    B-X1
	Class
    B-X2	Class
    B-X1, Class B-X2
	Class
    C	Class
    C, Class C-X1, Class C-X2
	Class
    C-1	Class
    C, Class C-X2
	Class
    C-2	Class
    C
	Class
    C-X1	Class
    C-X1
	Class
    C-X2	Class
    C-X1, Class C-X2


 






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“COVID
Forbearance Fees”: As defined in Section 3.18(a).


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 






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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Serviced Mortgage Loan and successor REO Loan
and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual
Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO Loan as of the close of business
on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period
and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage
Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®
Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal
to 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.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC®
Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer
Loan File and (8) CREFC® Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer
Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC®
Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected
Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment
Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have
a Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor
Reporting


 






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Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor
Reporting Package shall include the following nine templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC®
Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation
Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC® Loan
Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation
Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information
called for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports
as may from time to time be approved by the CREFC® for CMBS transactions generally. For the purposes of the production
of the CREFC® Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report
that is required to state information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer,
as the case may be, may conclusively rely (without independent verification), absent manifest error, on information provided to
it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master Servicer,
by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report
produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


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


 






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


 


“CREFC®
NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in
the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


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


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for therein with respect to the Mortgage Loans, or such other form of presentation as may be
approved from time to time by the CREFC® for commercial mortgage securities transactions generally, which in any
case shall include all information required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation
S-K under the Securities Act.


 






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


 


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


 


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


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to
time be adopted by the CREFC® for CMBS transactions and is reasonably acceptable to the Master Servicer.


 


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


 


“Cross-Over
Date”: The first Distribution Date as of which the Certificate Balances of the Subordinate Certificates (other than
the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates) and
the Class A-S Upper-Tier Regular Interest, the Class B Upper-Tier Regular Interest and the Class C Upper-Tier Regular Interest
(calculated without giving effect to the Principal Distribution Amount or allocation of Realized Losses on such Distribution Date)
have all previously been reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


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


 


“Crossed
Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized
and cross-defaulted with one or more other mortgage loans within such Crossed Mortgage Loan Group. There is no Crossed Underlying
Loan related to the Trust.


 






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“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying
Loans for the four (4) most recently reported calendar quarters preceding the repurchase or substitution shall not be less than
the lesser of (a) 0.10x below the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected
Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus and (b) the debt service coverage ratio for the Crossed
Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the
time of repurchase or substitution (which may be based upon an Appraisal obtained by the Special Servicer at the expense of the
related Mortgage Loan Seller) shall not be greater than the greater of (a) the loan-to-value ratio, expressed as a whole
number percentage (taken to one decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying
Loan(s)) set forth in Annex A-1 to the Prospectus plus 10% and (b) the loan-to-value ratio, expressed as a whole number
percentage (taken to one decimal place), for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying
Loan(s) at the time of repurchase or substitution, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished
the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution
of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, and (iv) the related Mortgage Loan Seller causes the
affected Crossed Underlying Loan(s) to become not cross-collateralized and cross-defaulted with the related remaining
Crossed Underlying Loan(s) prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against
the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement
rights against the Primary Collateral for the Mortgage Loan(s) removed from the Trust).


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, the sum of (i) with respect to any Mortgage Loan, any
Appraisal Reduction Amount then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then
in effect.


 


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


 


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


 


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


 






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“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in April 2022, or with respect
to any Mortgage Loan that has its first Due Date after April 2022, the date that would have otherwise been the related Due Date
in April 2022.


 


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


 


“DBRS
Morningstar”: DBRS, Inc., and its successors in interest. If neither DBRS nor any successor remains in existence, “DBRS
Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of DBRS Morningstar herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“DCH
Limitations”: As defined in Section 6.08(c).


 


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


 


“Defaulted
Loan”: A Serviced Mortgage Loan or a Serviced Whole Loan that is a Specially Serviced Loan and (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon Payment, such period will be 120 days if the related Mortgagor has provided the Master Servicer
(who shall promptly deliver a copy to the Special Servicer) or the Special Servicer with written evidence from an institutional
lender of such lender’s binding commitment to refinance such mortgage loan (which commitment must be reasonably acceptable
to the Special Servicer); and, in either case, such delinquency is to be determined without giving effect to any Grace Period
permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage
and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the
maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does
not constitute a “Defaulted Loan”.


 


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


 


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


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared
by such party or any registered public accounting firm, attorney or other agent


 






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retained by such party to prepare such information
and (z) delivered by or on behalf of such party pursuant to the delivery requirements under ARTICLE XI of this Agreement
that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder.


 


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


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class V
Certificates, Class R Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive
Certificates.


 


“Deleted
Mortgage Loan”: As defined in Section 2.03(b).


 


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


 


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


 


“Depositor”:
Morgan Stanley Capital I Inc., a Delaware corporation, or its successor in interest.


 


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


 


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


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if
the eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day), commencing
in May 2022.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(xi)         any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with
respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the
franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan;


 


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


 


(xiii)       all related environmental reports; and


 


(xiv)       all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(k)           a copy of all zoning reports;


 


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


 


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


 


(n)           a copy of all UCC searches;


 


(o)           a copy of all litigation searches;


 


(p)           a copy of all bankruptcy searches;


 


(q)           a copy of any origination settlement statement;


 


(r)            a copy of the Insurance Summary Report;


 


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


 


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


 


(u)           unless already included in the environmental reports, a copy of any closure letter (environmental);


 


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


 


(w)          a copy of the payment history with respect to such Mortgage Loan prior to the Closing Date;


 


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


 


“Directing
Certificateholder”: The Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative
thereof) selected by more than 50% of the


 






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Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate
Registrar) from time to time; provided, that (i) absent that selection, (ii) until a Directing Certificateholder
is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate
Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder;
provided, that, in the case of this clause (iii), (x) if such Holder elects or has elected to not be the Directing
Certificateholder, the holder of the next largest aggregate Certificate Balance will be the Directing Certificateholder and (y)
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence and during the
continuance of a Control Termination Event, the Directing Certificateholder shall only retain its consultation rights to the extent
specifically provided for herein. The Depositor shall promptly provide the name and contact information for the initial Directing
Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on the name
and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled
to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a
replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed
by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder. Notwithstanding anything to
the contrary herein, neither the Depositor nor any Affiliate thereof may serve as Directing Certificateholder, and solely for
purposes of determining the identity of or selecting the Directing Certificateholder, any Control Eligible Certificates held by
the Depositor or any Affiliate thereof will be deemed not to be outstanding. The initial Directing Certificateholder shall be
LNR Securities Holdings, LLC.


 


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


 


“Directly
Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing
or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of
space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management
or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, that an REO Property shall not be considered to
be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures
with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan and any related Serviced Companion Loan (including any related
REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees,
or rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its
Affiliates that is paid by any Person (including, without limitation, the Trust,


 






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


 


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


 


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


 


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


 


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


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a)
a Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax
Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the
United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, and (v) any
other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the
Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an
Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 






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“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account
and the Excess Interest Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single
Eligible Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in May 2022. The initial
Distribution Date shall be May 15, 2022.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit
rating or long-term unsecured debt obligations or deposits of which are rated at least “A2” by Moody’s and “BBB+”
by S&P, if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or
deposits of which have a short-term rating of not less than “P-1” from Moody’s and “A-1” from S&P
(or “A-2” from S&P so long as the long-term unsecured debt obligations of such depository institution or trust
company are rated no less than “BBB” by S&P), if the deposits are to be held in such account for less than thirty
(30) days and (B) the long-term unsecured debt


 






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obligations or deposits of which are rated at least “A” by Fitch
(to the extent rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more and the short-term
debt obligations or deposits of which have a short-term rating of not less than “F1” from Fitch (to the extent
rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with PNC Bank, National Association or Wells Fargo Bank, National Association so long as such entity’s long-term
unsecured debt rating shall be at least “A2” from Moody’s, “BBB” from S&P and “A”
by Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or such
entity’s short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s,
“A-1” from S&P (or “A-2” from S&P so long as the long-term unsecured debt obligations or deposits
of such depository institution or trust company are rated no less than “BBB” by S&P) and “F1” by Fitch
(to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less); (iii) such other
account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause,
would be listed in clauses (i) – (ii) above, with respect to which a Rating Agency Confirmation has been obtained
from KBRA and from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect
to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) – (ii) above
with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating
of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days)
or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the
account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary
funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be
evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS Morningstar, Moody’s, Fitch, KBRA or S&P and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS Morningstar, Moody’s,
Fitch, KBRA or S&P has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for
such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations
and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller,
an originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing
Certificateholder, the Risk Retention Consultation Party


 






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or any of their respective Affiliates, (d) has not performed (and
is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar
services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor,
any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Directing Certificateholder, the Risk Retention Consultation
Party or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in
connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise,
own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise
have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role
as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible
Operating Advisor”: An entity (a) that is a special servicer or operating advisor on a CMBS transaction rated by
the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a special servicer or
operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of
one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer
or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make the
representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that possesses
sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust;
(d) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Risk Retention Consultation Party, a Borrower
Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates; (e) that has not been paid by any Special Servicer or successor
special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for
the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; (f) that (i)
has been regularly engaged in the business of analyzing and advising clients in CMBS matters and has at least five (5) years of
experience in collateral analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate
asset management and experience in the workout and management of distressed commercial real estate assets; and (g) that does not
directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in
the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and, to
the extent it also acts as the Asset Representations Reviewer, its role as Asset Representations Reviewer.


 


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


 


“Enforcing
Servicer”: The Special Servicer.


 






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


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class V or Class R Certificate) that does not meet
the rating requirements of Prohibited Transaction Exemption 90-24 or Department Final Authorization Number 2011-05E (as such exemptions
may be amended from time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each
of the Class X-F, Class X-G, Class F, Class G and Class H-RR Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


“Excess
Interest”: With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable
to the Excess Rate, including any such interest that may have been capitalized, together with all interest accrued thereon to
the extent permitted by applicable law and the related Mortgage Loan documents. The Excess Interest shall not be an asset of either
Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2022-L8, Commercial
Mortgage Pass-Through Certificates, Series 2022-L8, Class V, Excess Interest Distribution Account”, and which must
be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset
of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Modification Fee Amount”: With respect to the Special Servicer, any Corrected Loan and any particular modification,
waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount
equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related
Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained


 






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by the Special Servicer as compensation within the prior twelve (12) months of such modification,
waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee.


 


“Excess
Modification Fees”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, the sum of (A) the excess,
if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the
terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses
(including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed
by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on
behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed from such
Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A),
which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master Servicer and the
Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor (taken in the aggregate
with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor within the prior twelve (12)
months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal
balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension,
waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan
or Serviced Whole Loan, as applicable.


 


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


 


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


 


“Excess
Servicing Fee”: With respect to each Serviced Mortgage Loan and Serviced Companion Loan (and any successor REO Loan
with respect thereto), that portion of the Servicing Fee that accrues in the same manner as the Servicing Fee at a per annum
rate equal to the Excess Servicing Fee Rate.


 


“Excess
Servicing Fee Rate”: With respect to each Serviced Mortgage Loan and Serviced Companion Loan (and any successor REO
Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate (A) minus (i) any primary servicing fee rate
payable to a third-party primary servicer and (ii) 0.000625%, (B) if no primary servicing fee payable and a serviced mortgage
loan, then minus 0.00125%, or (C) if a non-serviced mortgage loan, then minus 0.000625%.


 






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“Excess
Servicing Fee Right”: With respect to each Serviced Mortgage Loan and Serviced Companion Loan (and any successor REO
Loan with respect thereto), the right to receive the related Excess Servicing Fee. In the absence of any transfer of any Excess
Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.


 


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


 


“Exchange
Date”: As defined in Section 5.11(d).


 


“Exchangeable
Certificate”: Any of the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S
Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates.


 


“Exchangeable
Class Specific Grantor Trust Assets”: With respect to any Class of Exchangeable Certificates, its Class Percentage Interest
in each Corresponding Exchangeable Upper-Tier Regular Interest.


 


“Exchangeable
IO Certificates”: Any of the Class A-4-X1, Class A-4-X2, Class A-5-X1, Class A-5-X2, Class A-S-X1, Class A-S-X2, Class
B-X1, Class B-X2, Class C-X1 and Class C-X2 Certificates.


 


“Exchangeable
P&I Certificates”: Any of the Class A-4, Class A-4-1, Class A-4-2, Class A-5, Class A-5-1, Class A-5-2, Class A-S,
Class A-S-1, Class A-S-2, Class B, Class B-1, Class B-2 Certificates, Class C, Class C-1 and Class C-2 Certificates.


 


“Exchangeable
Upper-Tier IO Regular Interest”: Each of the Class A-4-X1 Upper-Tier Regular Interest, the Class A-4-X2 Upper-Tier Regular
Interest, the Class A-5-X1 Upper-Tier Regular Interest, the Class A-5-X2 Upper-Tier Regular Interest, the Class A-S-X1 Upper-Tier
Regular Interest, the Class A-S-X2 Upper-Tier Regular Interest, the Class B-X1 Upper-Tier Regular Interest, the Class B-X2 Upper-Tier
Regular Interest, the Class C-X1 Upper-Tier Regular Interest and the Class C-X2 Upper-Tier Regular Interest.


 


“Exchangeable
Upper-Tier P&I Regular Interest”: Each of the Class A-4 Upper-Tier Regular Interest, the Class A-5 Upper-Tier Regular
Interest, the Class A-S Upper-Tier Regular Interest, the Class B Upper-Tier Regular Interest and the Class C Upper-Tier Regular
Interest.


 


“Exchangeable
Upper-Tier Regular Interest”: Each of the Exchangeable Upper-Tier P&I Regular Interests and the Exchangeable Upper-Tier
IO Regular Interests.


 


“ExchangeRight
Net Leased Portfolio #54 Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 7, 2022, by and
between the holders of the respective promissory notes evidencing the ExchangeRight Net Leased Portfolio #54 Whole Loan, relating
to the relative rights of such holders of the ExchangeRight Net Leased Portfolio #54 Whole Loan, as the same may be amended in
accordance with the terms thereof.


 






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“ExchangeRight
Net Leased Portfolio #54 Mortgage Loan”: With respect to the ExchangeRight Net Leased Portfolio #54 Whole Loan, the
Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced
by the related promissory note A-1-A, and is pari passu in right of payment with the ExchangeRight Net Leased Portfolio
#54 Serviced Pari Passu Companion Loans to the extent set forth in the ExchangeRight Net Leased Portfolio #54 Intercreditor Agreement.


 


“ExchangeRight
Net Leased Portfolio #54 Mortgaged Property”: The portfolio of Mortgaged Properties that secures the ExchangeRight Net
Leased Portfolio #54 Whole Loan.


 


“ExchangeRight
Net Leased Portfolio #54 Serviced Pari Passu Companion Loans”: With respect to the ExchangeRight Net Leased Portfolio
#54 Whole Loan, as of the Closing Date, the pari passu companion loans evidenced by the related promissory notes A-1-B and A-2
made by the related Mortgagor and secured by the Mortgage on the ExchangeRight Net Leased Portfolio #54 Mortgaged Property, which
is not included in the Trust and which is pari passu in right of payment to the ExchangeRight Net Leased Portfolio #54
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the ExchangeRight Net Leased Portfolio
#54 Intercreditor Agreement.


 


“ExchangeRight
Net Leased Portfolio #54 Whole Loan”: The ExchangeRight Net Leased Portfolio #54 Mortgage Loan, together with the ExchangeRight
Net Leased Portfolio #54 Serviced Pari Passu Companion Loans, each of which is secured by the same Mortgage on the ExchangeRight
Net Leased Portfolio #54 Mortgaged Property. References herein to the ExchangeRight Net Leased Portfolio #54 Whole Loan shall
be construed to refer to the aggregate indebtedness under the ExchangeRight Net Leased Portfolio #54 Mortgage Loan and the ExchangeRight
Net Leased Portfolio #54 Serviced Pari Passu Companion Loans.


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any
Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan.
Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming
an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder, as
applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section
13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling
Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class
Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. As of
the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is a Borrower Party. For the avoidance
of doubt,


 






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if a Mortgage Loan or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also
not an Excluded DCH Loan. As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


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


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
related to Specially Serviced Loans conducted by a Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination
or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and any Officer’s Certificates
delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or,
if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special
Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with respect to
such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance
of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL
Additional File shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer
or the Operating Advisor shall deliver any Excluded Information that is to be posted to the Certificate Administrator’s
Website to the Certificate Administrator in accordance with Section 3.32 hereof. For the avoidance of doubt, the Certificate
Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab
on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided
in Section 3.26 hereof.


 


“Excluded
Loans”: Collectively, the Excluded DCH Loans and the Excluded RRCP Loans. As of the Closing Date, there are no Excluded
Loans related to the Trust.


 


“Excluded
RRCP Loan”: A Mortgage Loan or Whole Loan with respect to which the Risk Retention Consultation Party, the Retaining
Sponsor or the holder of the majority of the VRR Interest is a Borrower Party. As of the Closing Date, there are no Excluded RRCP
Loans related to the Trust.


 


“Excluded
Special Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a
Borrower Party with respect to such Excluded Special Servicer Loan and satisfies all of the eligibility requirements applicable
to the Special Servicer set forth in Section 7.01(g). As of the Closing Date, there are no Excluded Special Servicers related
to this Trust.


 






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


 


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


 


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


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report (together with such
other data or supporting information provided by the Special Servicer to the Directing Certificateholder that does not include
any communication (other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder with
respect to such Specially Serviced Loan) required to be delivered by the Special Servicer by the Initial Delivery Date and any
Subsequent Asset Status Report that is labeled or otherwise communicated as being final, in each case, in the form fully approved
or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder Asset Status
Report Approval Process or following completion of the ASR Consultation Process, as applicable. For the avoidance of doubt, the
Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance with
the procedures described in Section 3.19(d).


 


“Final
Certification”: As defined in Section 2.02(b).


 


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


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer with respect to any Defaulted Loan (and,
if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other than a Mortgage Loan or REO Property, as
the case


 






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may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 5 of the applicable
Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b), any Companion
Holder or any mezzanine lender, in each case pursuant to Section 3.16 or (iii) the Master Servicer, Special Servicer,
the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there
has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries
that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer
to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable.


 


“Financial
Market Publishers”: Asset Reviewers, LLC, BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., Thomson
Reuters Corporation, CMBS.com, Inc., Intex Solutions, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, DealView
Technologies Ltd., KBRA Analytics, LLC or any successor entities thereof.


 


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


 


“Form
8-K Disclosure Information”: As defined in Section 11.07.


 


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


 


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


 


“Gain-on-Sale
Entitlement Amount”: For each Distribution Date, the sum of (a) the aggregate portion of the Interest Distribution Amount
for each Class of Regular Certificates and Exchangeable Upper-Tier Regular Interests that would remain unpaid as of the close
of business on the Distribution Date, (b) the amount by which the Principal Distribution Amount exceeds the aggregate amount that
would actually be distributed on the Distribution Date in respect of such Principal Distribution Amount, and (c) any previously
allocated and unreimbursed Realized Losses (together with interest thereon) as of such Distribution Date that will remain outstanding
immediately after such Distribution Date, in each case, without the inclusion of the Gain-on-Sale Remittance Amount as part of
the definition of Available Funds.


 


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


 






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interest or recovery of any assumption
fees and Modification Fees pursuant to Sections 3.02(a) – 3.02(c).


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust
2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund which at all times shall be classified as a trust the beneficial
owners of which are treated as the owners of the assets in the pool under the Grantor Trust Provisions.


 


“Grantor
Trust Designated Portion”: As defined in the Preliminary Statement hereto.


 


“Grantor
Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


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


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically
including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work
in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


 


“HRR
Interest”: The Class H-RR Certificates (excluding the portion thereof that comprises a part of the VRR Interest).


 


“ILPT
2022-LPFX TSA”: The trust and servicing agreement, dated as of March 6, 2022, between Citigroup Commercial Mortgage
Securities Inc., as depositor, Berkadia Commercial Mortgage LLC, as servicer, Situs Holdings, LLC as special servicer, Wilmington


 






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Trust, National Association, as trustee, Computershare Trust Company, National Association, as certificate administrator, and
Park Bridge Lender Services LLC, as operating advisor.


 


“ILPT
Logistics Portfolio Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of March 6, 2022,
by and among the holders of the respective promissory notes evidencing the ILPT Logistics Portfolio Whole Loan, relating to the
relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“ILPT
Logistics Portfolio Mortgage Loan”: With respect to the ILPT Logistics Portfolio Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is evidenced by the related
promissory notes A-2-D and A-2-E, and is pari passu in right of payment with the ILPT Logistics Portfolio Non-Serviced Pari Passu
Companion Loans and generally senior in right of payment to the ILPT Logistics Portfolio Non-Serviced Subordinate Companion Loans
to the extent set forth in the ILPT Logistics Portfolio Intercreditor Agreement.


 


“ILPT
Logistics Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that secures the ILPT Logistics Portfolio
Whole Loan.


 


“ILPT
Logistics Portfolio Non-Serviced Pari Passu Companion Loans”: With respect to the ILPT Logistics Portfolio Whole Loan,
as of the Closing Date, the pari passu companion loans evidenced by the related promissory notes A-1-A, A-1-B, A-1-C, A-1-D, A-1-E,
A-2-A-1, A-2-A-2, A-2-B-1, A-2-B-2, A-2-B-3 and A-2-C, made by the related Mortgagor and secured by the Mortgage on the ILPT Logistics
Portfolio Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment to the ILPT Logistics
Portfolio Mortgage Loan and generally senior in right of payment to the ILPT Logistics Portfolio Non-Serviced Subordinate Companion
Loans to the extent set forth in the related Mortgage Loan documents and as provided in the ILPT Logistics Portfolio Intercreditor
Agreement.


 


“ILPT
Logistics Portfolio Non-Serviced Subordinate Companion Loans”: With respect to the ILPT Logistics Portfolio Whole Loan,
as of the Closing Date, the Companion Loans evidenced by the promissory notes designated as promissory notes B-1, B-2, B-3, B-4
and B-5, made by the related Mortgagor and secured by the Mortgage on the ILPT Logistics Portfolio Mortgaged Property, which are
not included in the Trust and which are generally subordinate in right of payment to the ILPT Logistics Portfolio Mortgage Loan
and the ILPT Logistics Portfolio Non-Serviced Pari Passu Companion Loans, to the extent set forth in the related Mortgage Loan
documents and as provided in the ILPT Logistics Portfolio Intercreditor Agreement.


 


“ILPT
Logistics Portfolio Whole Loan”: The ILPT Logistics Portfolio Mortgage Loan, together with the ILPT Logistics Portfolio
Non-Serviced Pari Passu Companion Loans and the ILPT Logistics Portfolio Non-Serviced Subordinate Companion Loans, each of which
is secured by the Mortgage on the ILPT Logistics Portfolio Mortgaged Property. References herein to the ILPT Logistics Portfolio
Whole Loan shall be construed to refer to the aggregate indebtedness under the ILPT Logistics Portfolio Mortgage Loan, the ILPT
Logistics Portfolio Non-Serviced Pari Passu Companion Loans and the ILPT Logistics Portfolio Non-Serviced Subordinate Companion
Loans.


 






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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer
nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i)
unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any
other Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator,
the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect


 






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of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


“Initial
Certification”: As defined in Section 2.02(b).


 


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


 


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


 


“Initial
Purchasers”: Morgan Stanley & Co. LLC, BMO Capital Markets Corp., AmeriVet Securities, Inc. and Bancroft Capital,
LLC.


 


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


 


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


 


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


 


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


 


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


 


“Initial
Sub-Servicing Fee”: With respect to any Mortgage Loan or Serviced Companion Loan, the monthly fee payable by the Master
Servicer solely from the Servicing Fee to any related Initial Sub-Servicer, which monthly fee accrues at the Initial Sub-Servicing
Fee Rate.


 


“Initial
Sub-Servicing Fee Rate”: With respect to any Mortgage Loan or Serviced Companion Loan and any related Initial Sub-Servicer,
the rate per annum at which the Initial Sub-Servicing Fee is paid, as specified in the Sub-Servicing Agreement with such
Initial Sub-Servicer.


 






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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: (a) Each of the Constitution Center Intercreditor Agreement, the ExchangeRight Net Leased Portfolio #54
Intercreditor Agreement, the Rose Castle Apartments Intercreditor Agreement, the 601 Lexington Avenue Intercreditor Agreement,
the 26 Broadway Intercreditor Agreement, the Midtown Square Intercreditor Agreement, the Coleman Highline Phase IV Intercreditor
Agreement, the Visions Hotel Portfolio III Intercreditor Agreement, the ILPT Logistics Portfolio Intercreditor Agreement, the
Bedrock Portfolio Intercreditor Agreement, the Pacific Castle Portfolio Intercreditor Agreement, the NYC MFRT Portfolio Intercreditor
Agreement and any Serviced AB Intercreditor Agreement, (b) any intercreditor agreement entered into in connection with the issuance
to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness
permitted under the related Mortgage Loan documents, and (c) solely with respect to a Joint Mortgage Loan treated as a Serviced
Whole Loan in accordance with Section 3.30 hereof (to the extent there is no related Intercreditor Agreement governing
the relationship of the promissory notes comprising such Joint Mortgage Loan) the applicable Mortgage Loan documents together
with the provisions of Section 3.30 hereof.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates or Exchangeable Upper-Tier
Regular Interest, the amount of interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class
of Certificates or Exchangeable Upper-Tier Regular Interest on the Certificate Balance or Notional Amount, as applicable, for
such Class of Certificates or Exchangeable Upper-Tier Regular Interest


 



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 immediately prior to that Distribution Date. Calculations
of interest for each Interest Accrual Period will be made on 30/360 basis. For any Distribution Date, the Interest Accrual Amount
with respect to any Class of Exchangeable Certificates will be the aggregate of the Interest Accrual Amounts with respect to each
Corresponding Exchangeable Upper-Tier Regular Interest (in each case, multiplied by its Class Percentage Interest therein).


 


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


 


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates or Exchangeable Upper-Tier Regular Interest
for any Distribution Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such
Class of Certificates or Exchangeable Upper-Tier Regular Interest for such Distribution Date and (ii) the Interest Shortfall,
if any, with respect to such Class of Certificates or Exchangeable Upper-Tier Regular Interest for such Distribution Date, less
(B) any Excess Prepayment Interest Shortfall allocated to such Class of Certificates or Exchangeable Upper-Tier Regular Interest
on such Distribution Date. For any Distribution Date, the Interest Distribution Amount with respect to any Class of Exchangeable
Certificates will be the aggregate of the Interest Distribution Amounts with respect to each Corresponding Exchangeable Upper-Tier
Regular Interest (in each case, multiplied by its Class Percentage Interest therein).


 


For
purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated to each Class of Regular Certificates or Exchangeable Upper-Tier Regular Interest in an amount equal to the product
of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest
Accrual Amount for such Class for such Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts
for all Classes of Regular Certificates and Exchangeable Upper-Tier Regular Interests for such Distribution Date. For any Distribution
Date, any portion of the Excess Prepayment Interest Shortfall allocated to an Exchangeable Upper-Tier Regular Interest shall be
allocated among the Classes of Exchangeable Certificates representing an interest therein, pro rata, in accordance with
their respective Class Percentage Interests.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Computershare Trust Company, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, Interest Reserve
Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible
Account or subaccount of an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or Exchangeable Upper-Tier Regular
Interest, the sum of (a) the portion of the Interest Distribution Amount for such Class of Regular Certificates or Exchangeable
Upper-Tier Regular Interest remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the
extent permitted by applicable law, (i) in the case of a Class of Principal Balance Certificates (other than the Exchangeable
P&I Certificates) or Exchangeable Upper-Tier P&I Regular Interest,


 



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 one month’s interest on that amount remaining
unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of a Class
of Class X Certificates or an Exchangeable Upper-Tier IO Regular Interest, one-month’s interest on that amount remaining
unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“IntraLinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor
and Mortgage Loan Sellers to accept and upload the Diligence Files.


 


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


 


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


 


“Investor-Based
Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement (which may be a click-through
confirmation), representing (i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder,
the Risk Retention Consultation Party or one of the following (in each case, to the extent such Person is not a Certificateholder):
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation
Party or is not a Borrower Party, in which case such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party
(and is not the Risk Retention Consultation Party), in which case (1) if such Person is the Directing Certificateholder or
a Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if
such Person is not the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall only receive access
to the Statements to Certificateholders prepared by the Certificate Administrator, (iii) except in the case of a Companion
Holder, that such Person has


 



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 received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information
confidential and will not violate any securities laws; provided, that any Excluded Controlling Class Holder (i) shall
be permitted to obtain from the Master Servicer or the Special Servicer, as applicable, in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website because of its Excluded Controlling Class Holder status) and (ii) shall
be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect
to any related Excluded Controlling Class Loan from the Certificate Administrator’s Website. The Certificate Administrator
may, absent manifest error, conclusively rely upon any Investor Certification received and may require that Investor Certifications
be re-submitted from time to time in accordance with its policies and procedures.


 


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


 


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


 


“Joint
Mortgage Loan” means a Mortgage Loan for which one or more promissory notes will be contributed to this securitization
by more than one Mortgage Loan Seller. The only Joint Mortgage Loan related to the Trust is the ILPT Logistics Portfolio Mortgage
Loan.


 


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


 


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


 



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 allocable to the related Mortgage Loan or related Companion Loan, as applicable,
pursuant to the terms of the related Intercreditor Agreement.


 


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


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to (a) each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgage Loan) as to which the Special Servicer receives (i) a full, partial or discounted payoff
from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to
the related Companion Loan, if applicable) and (b) each Mortgage Loan repurchased by a Mortgage Loan Seller (or as to which a
Loss of Value Payment is made) (except as specified below), equal to the product of the Liquidation Fee Rate and the proceeds
received in connection with the applicable event described in clause (a) or (b); provided, that the Liquidation
Fee will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan and any related Companion Loan or REO Property and received by the Special Servicer as compensation
within the prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee.


 


No
Liquidation Fee shall be payable based upon, or out of, Liquidation Proceeds received in connection with:


 


(A)
      (x) any event described in clause (iv) of the definition of “Liquidation Proceeds”
(or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the
Extended Cure Period or (y) a Loss of Value Payment by a Mortgage Loan Seller if such Mortgage Loan Seller makes such Loss of
Value Payment during the Initial Cure Period, or if applicable, prior to the expiration of the Extended Cure Period;


 


(B)
      any event described in clause (vi) of the definition of “Liquidation Proceeds”
that occurs within 90 days of the related mezzanine holder’s or Serviced Subordinate 


 



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Companion Loan holder’s purchase
option first becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected Loan;


 


(C)
      the purchase or exchange of all of the Mortgage Loans and REO Properties in connection
with any termination of the Trust pursuant to Section 9.01 hereof;


 


(D)
      with respect to a Serviced Pari Passu Companion Loan, (1) a repurchase of such Serviced
Pari Passu Companion Loan by the applicable mortgage loan seller for a breach of a representation or warranty or for a defective
or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof)
provided for such repurchase if such repurchase occurs prior to the termination of the extended resolution period provided therein
or (2) a purchase of such Serviced Pari Passu Companion Loan by any applicable party to an Other Pooling and Servicing Agreement
pursuant to a clean-up call or similar liquidation of the Other Securitization;


 


(E)
       the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate
thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, that
if no Control Termination Event has occurred and is continuing, and such Directing Certificateholder or Affiliate thereof purchases
any Specially Serviced Loan within 90 days after the Special Servicer delivers to the Directing Certificateholder for its approval
the initial Asset Status Report with respect to such Specially Serviced Loan, the Special Servicer shall not be entitled to a
Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates); or


 


(F)
       if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because
of a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer Event” and
Liquidation Proceeds are received within 90 days following the related Maturity Date as a result of such Mortgage Loan or Serviced
Whole Loan being refinanced or otherwise repaid in full;


 


provided,
that if a Liquidation Fee is not payable due to the application of any of clauses (A) through (F) above, the Special
Servicer may still charge, collect and retain a liquidation fee and similar fees from the related Mortgagor to the extent provided
for in, or not prohibited by, the related Mortgage Loan documents.


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), Specially
Serviced Loan (and each related Serviced Companion Loan) or REO Property; provided that if such rate would result in an
aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to such rate as would result in an aggregate
Liquidation Fee equal to $25,000; provided that in no event will the Liquidation Fee payable in respect of any Mortgage
Loan, Specially Serviced Loan (including any Serviced Whole Loan that is a Specially Serviced Loan) or REO Property exceed $1,000,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full of the Mortgage Loan) of a Mortgaged Property or other collateral constituting security
for a Defaulted Loan or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO


 



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


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: As defined in the Preliminary Statement.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive of Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) and the proceeds thereof,
any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan that is part
of a Serviced Whole Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan,
such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the
related


 



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 portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC
Distribution Account, and all other properties included in the Trust Fund that are not in the Upper-Tier REMIC or the Grantor
Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2022-L8, Commercial
Mortgage Pass-Through Certificates, Series 2022-L8, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Any of the following actions:


 


(i)         any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the
ownership of the property or properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)        any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Serviced Mortgage
Loan or Serviced Whole Loan or any extension of the maturity date thereof, other than a Payment Accommodation;


 


(iii)       following a default or an event of default with respect to a Serviced Mortgage Loan or Serviced Whole Loan, any exercise of remedies,
including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise,
under the related Mortgage Loan documents;


 


(iv)       any sale of a Defaulted Loan or REO Property for less than the applicable Purchase Price;


 


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


 


(vi)       any release of material collateral or any acceptance of substitute or additional collateral for a Serviced Mortgage Loan or Serviced
Whole Loan or any consent


 



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 to either of the foregoing, other than immaterial condemnation actions and other similar takings, or
if otherwise required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(vii)      any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage Loan
or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests in the
Mortgagor;


 


(viii)     any property management company changes (with respect to a Serviced Mortgage Loan with a Stated Principal Balance greater than
$2,500,000), including, without limitation, approval of the termination of a manager and appointment of a new property manager,
or franchise changes (with respect to a Serviced Mortgage Loan or Serviced Whole Loan), in each case, for which lender consent
or approval is required under the Mortgage Loan documents;


 


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


 


(x)         any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor, guarantor
or other obligor releasing a Mortgagor, guarantor or other obligor from liability under a Serviced Mortgage Loan or Serviced Whole
Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xi)        any determination of an Acceptable Insurance Default;


 


(xii)       any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if (A) the lease involves a Ground Lease or
lease of an outparcel or affects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements
at the Mortgaged Property and (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction
either is not a routine leasing matter or such transaction relates to a Specially Serviced Loan; provided, that if lender
consent is not required for such transaction pursuant to the Mortgage Loan documents, such transaction will not constitute a Major
Decision;


 


(xiii)      any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any
mezzanine lender or subordinate debt holder related to a Serviced Mortgage Loan or Serviced Whole Loan, or any action to enforce
rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;


 


(xiv)     any incurrence of additional debt by a Mortgagor or any mezzanine financing by any beneficial owner of a Mortgagor (to the extent
that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether
a lender has such consent rights pursuant to the related Mortgage Loan documents,


 



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 any Mortgage Loan document provision that requires
that an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)); or


 


(xv)      any determination by the Master Servicer to transfer a Mortgage Loan or Serviced Whole Loan to the Special Servicer under the
circumstances described in clause (iv) of the definition of “Servicing Transfer Event”.


 


Notwithstanding
the above, a Payment Accommodation shall not be a “Major Decision”.


 


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


 


“Majority
Owned Affiliate”: A “majority-owned affiliate,” as defined in the Risk Retention Rule.


 


“Master
Servicer”: With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association,
and its successors in interest and assigns, or any successor appointed as allowed herein.


 


“Material
Defect”: Subject to Section 2.03(c), with respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach,
which Defect or Breach, as the case may be, materially and adversely affects the value of such Mortgage Loan, the value of the
related Mortgaged Property and the interests of the Trustee or any Certificateholder in such Mortgage Loan or Mortgaged Property
or causes such Mortgage Loan to be other than a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated
as a “qualified mortgage”.


 


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


 


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


 


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


 


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


 


“Midtown
Square Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of March 10, 2022, by and between
the holders of the respective promissory notes evidencing the Midtown Square Whole Loan, relating to the relative rights of such
holders, as the same may be amended in accordance with the terms thereof.


 


“Midtown
Square Mortgage Loan”: With respect to the Midtown Square Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-2, which
is pari


 



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 passu in right of payment with the Midtown Square Non-Serviced Pari Passu Companion Loan to the extent set forth in the
Midtown Square Intercreditor Agreement.


 


“Midtown
Square Mortgaged Property”: The Mortgaged Property that secures the Midtown Square Whole Loan.


 


“Midtown
Square Non-Serviced Pari Passu Companion Loan”: With respect to the Midtown Square Whole Loan, as of the Closing Date,
the pari passu companion loan evidenced by the related promissory note A-1, made by the related Mortgagor and secured by the Mortgage
on the Midtown Square Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the
Midtown Square Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Midtown Square
Intercreditor Agreement.


 


“Midtown
Square Whole Loan”: The Midtown Square Mortgage Loan, together with the Midtown Square Non-Serviced Pari Passu Companion
Loan, each of which is secured by the same Mortgage on the Midtown Square Mortgaged Property. References herein to the Midtown
Square Whole Loan shall be construed to refer to the aggregate indebtedness under the Midtown Square Mortgage Loan and the Midtown
Square Non-Serviced Pari Passu Companion Loan.


 


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


 


“Money
Term”: With respect to any Mortgage Loan or Serviced Companion Loan, the stated Maturity Date, Mortgage Rate, principal
balance, amortization term or payment frequency or any provision thereof requiring the payment of a Prepayment Premium or Yield
Maintenance Charge (but does not include late fee or default interest provisions).


 


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


 


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


 


“Mortgage
File”: The mortgage documents listed below (provided, that references to the Mortgage File for any Serviced Subordinate
Companion Loan shall refer to the Mortgage


 



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 File for the related Serviced Mortgage Loan and the Mortgage Note evidencing such Serviced
Subordinate Companion Loan):


 


(i)         the original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the
order of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as Trustee for
Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, without recourse, representation
or warranty” or “Pay to the order of Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital
I Trust 2022-L8 for the benefit of the Commercial Mortgage Pass-Through Certificates Series 2022-L8 Certificateholders, without
recourse, representation or warranty” or, if the original Mortgage Note is not included therein, then a lost note affidavit
and indemnity with a copy of the Mortgage Note attached thereto;


 


(ii)        the original Mortgage or a copy thereof, with evidence of recording thereon, and, if the Mortgage was executed pursuant to a power
of attorney, a certified true copy of the power of attorney certified by the public recorder’s office, with evidence of
recording thereon (if recording is customary in the jurisdiction in which such power of attorney was executed) or certified by
a title insurance company or escrow company to be a true copy thereof;


 


(iii)       the originals or copies of all agreements modifying a Money Term or other material modification, consolidation and extension agreements,
if any, with evidence of recording thereon;


 


(iv)       an original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder
of record in blank or in favor of “Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I Trust
2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8” or “Wilmington Trust, National Association,
as Trustee for Morgan Stanley Capital I Trust 2022-L8 for the benefit of the Commercial Mortgage Pass-Through Certificates Series
2022-L8 Certificateholders” (or, in the case of a Serviced Whole Loan, substantially similar language notating an assignment
in favor of the Trustee (in such capacity and on behalf of the holders of any related Serviced Subordinate Companion Loan or Serviced
Companion Loan));


 


(v)        originals or copies of all intervening assignments of Mortgage, if any, with evidence of recording thereon;


 


(vi)       if the related Assignment of Leases is separate from the Mortgage, the original or a copy of such Assignment of Leases with evidence
of recording thereon, together with (A) an original of each assignment of such Assignment of Leases with evidence of recording
thereon and showing a complete recorded chain of assignment from the named assignee to the holder of record, and if any such assignment
of such Assignment of Leases has not been returned from the applicable public recording office, a copy of such assignment certified
by the applicable Mortgage Loan Seller to be a true and complete copy of the original assignment submitted for recording, and
(B) an original or copy of the


 



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 assignment of such Assignment of Leases, in recordable form, signed by the holder of record
in favor of “Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage
Pass-Through Certificates, Series 2022-L8” (or, in the case of a Serviced Whole Loan, substantially similar language notating
an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related Serviced Subordinate Companion
Loan or Serviced Companion Loan)), which assignment may be effected in the related Assignment of Mortgage;


 


(vii)      the original or a copy of each guaranty, if any, constituting additional security for the repayment of such Mortgage Loan;


 


(viii)     an original (which may be electronic) or a copy (which may be electronic) of the title insurance policy or, if such title insurance
policy has not been issued, an original binder or actual title commitment or a copy (which may be electronic) thereof certified
by the title company with the original (which may be electronic) or a copy (which may be electronic) title insurance policy to
follow within 180 days of the Closing Date or a preliminary title report binding on the title company with an original (which
may be electronic) or a copy (which may be electronic) title insurance policy to follow within 180 days of the Closing Date;


 


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


 


(x)         copies of the related ground lease(s), space lease(s) or air rights lease(s) (and, in each case, any related lessor estoppels),
if any, related to any Mortgage Loan where the Mortgagor is the lessee under any such lease and there is a lien in favor of the
mortgagee in such lease;


 


(xi)        copies of any loan agreements, lock-box agreements, co-lender agreements and intercreditor agreements (including, without limitation,
any Intercreditor Agreement);


 


(xii)       either (A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which
shall be assigned to the Trustee and delivered to the Custodian on behalf of the Trustee on behalf of the Trust with a copy to
be held by the Master Servicer, and applied, drawn, reduced or released in accordance with documents evidencing or securing the
applicable Mortgage Loan and this Agreement or (B) the original of each letter of credit, if any, constituting additional
collateral for such Mortgage Loan, which shall be held by the Master Servicer on behalf of the Trustee, with a copy to be held
by the Custodian on behalf of the Trustee, and applied, drawn, reduced or released in accordance with documents evidencing or
securing the applicable Mortgage Loan and this Agreement (it being understood that each Mortgage Loan Seller has agreed (a) that
the proceeds of such letter of credit belong to the Trust, (b) to notify, on or before the Closing Date, the bank issuing
the letter of credit that the letter of credit and the proceeds thereof belong to the Trust, and to use reasonable efforts to
obtain within thirty (30) days (but in any event to obtain within ninety (90) days) following the Closing Date, an acknowledgement
thereof by the bank (with a copy of such acknowledgement to be sent to


 



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 the Master Servicer (who shall forward a copy of such acknowledgement
to the Custodian and the Trustee)) or a reissued letter of credit and (c) to indemnify the Trust for any liabilities, charges,
costs, fees or other expenses accruing from the failure of the Mortgage Loan Seller to assign all rights in and to the letter
of credit hereunder including the right and power to draw on the letter of credit). In the case of clause (B) above,
the Master Servicer acknowledges that any letter of credit held by it shall be held in its capacity as Master Servicer, and if
the Master Servicer sells its rights to service the applicable Mortgage Loan or is terminated or otherwise resigns, the Master
Servicer shall assign the applicable letter of credit to the Trust at the expense of the Master Servicer. Subject to Section
6.04, the Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such assignment;


 


(xiii)      the original or a copy of the environmental indemnity agreement, if any, related to any Mortgage Loan;


 


(xiv)      copies of third-party management agreements, if any, with respect to any Mortgaged Property;


 


(xv)       copies of any environmental insurance policy;


 


(xvi)      copies of any affidavit and indemnification agreement;


 


(xvii)     if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement,
(a) an original or a copy of any franchise, management or similar agreement provided to the applicable Mortgage Loan Seller in
connection with such Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan; (b) a copy of any related estoppel
certificate or any comfort letter delivered by the franchisor for the benefit of the holder of the Mortgage Loan in connection
with the applicable Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan; and (c) if the related Mortgage
Loan is a franchise Mortgage Loan, a copy of the notice (to the extent such a notice is required under the terms of the related
franchise, management or similar agreement) to the related franchisor stating that the franchise Mortgage Loan has been transferred
to the Trust and, if required in order for the Trust to receive the benefits of a successor lender under the related franchise,
management or similar agreement (or related comfort letter), requesting a replacement comfort letter in favor of the Trust (or
any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee
for the benefit of the Certificateholders; and


 


(xviii)    with respect to any Non-Serviced Mortgage Loan, a copy of the related Non-Serviced PSA;


 


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


 



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 Mortgage
Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting
such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each
such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such
“Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references
to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such
Mortgage Note), and (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation
of any Assignment in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion
Holder(s) in such instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the
Trustee shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (II) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master
Servicer or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion
Holder(s) collectively.


 


Notwithstanding
any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan: (A) if the Custodian is not also the related
Non-Serviced Custodian, the preceding document delivery requirements shall be met by the delivery by the applicable Mortgage Loan
Seller of copies of the documents specified above (other than the Mortgage Notes (and all intervening endorsements) respectively
evidencing such Non-Serviced Mortgage Loan with respect to which the originals shall be required), including a copy of the Mortgage
securing the Non-Serviced Mortgage Loan, and the requirement to deliver any of the preceding documents in the name of the Trustee
shall be met by the delivery of such documents in the name of the Non-Serviced Trustee for the benefit of, among others, the Trustee,
as holder of such Non-Serviced Mortgage Loan; or (B) if (and only for so long as) the Custodian is also the related Non-Serviced
Custodian, the preceding document delivery requirements shall be met by (1) the delivery by the applicable Mortgage Loan Seller
of originals of the documents described in clause (i) and (2) custody of the documents specified in clauses (ii) through (xviii)
above by the related Non-Serviced Custodian pursuant to the related Non-Serviced PSA, provided, that if any document specified
in clauses (ii) through (xviii) above was not or was not required to be delivered to the related Non-Serviced Custodian in connection
with the related Non-Serviced PSA, the applicable Mortgage Loan Seller shall deliver such document to the Custodian, provided,
further, that (a) the Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders
that, as of the Closing Date, it is the related Non-Serviced Custodian for such Non-Serviced Mortgage Loan, (b) the Custodian
shall perform its duties under this Agreement (including, without limitation, Article II), and be liable to the other parties
hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included in the
Mortgage File and as if the Non-Serviced Custodian’s receipt of the documents contained in the related “mortgage file”
delivered under the related Non-Serviced PSA constituted delivery of those same documents to the Custodian under this Agreement,
(c) the Custodian shall not resign as the related Non-Serviced Custodian without giving at least thirty (30) days’ advance
written notice of resignation to each other party hereto, and (d) if for any reason the Custodian shall resign as Custodian hereunder
or resign as the related Non-Serviced Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Serviced
Custodian or shall


 



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 otherwise be required to surrender possession of the related “mortgage file” delivered under the
related Non-Serviced PSA (including by reason of the Non-Serviced Companion Loan being removed from the related securitization
trust), the Custodian shall include the documents contemplated by clauses (ii) through (xviii) above in the Mortgage
File for such Non-Serviced Whole Loan (to the extent such documents were delivered in connection with the related Other Securitization)
that shall be maintained by it or any successor custodian hereunder.


 


Notwithstanding
any contrary provision set forth above or in Section 2.01(c), in connection with each Servicing Shift Mortgage Loan
(1) instruments of assignment may be in blank and need not be recorded pursuant to this Agreement until the earliest of (i) the
related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with
the related Non-Serviced PSA, (ii) the date such Mortgage Loan becomes a Specially Serviced Loan, in which case assignments
and recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans until the occurrence, if
any, of the related Servicing Shift Securitization Date, and (iii) the expiration of 180 days following the Closing Date,
in which case assignments and recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans
until the occurrence, if any, of the related Servicing Shift Securitization Date, and (2) following the related Servicing
Shift Securitization Date, the Person selling the related Servicing Shift Control Note to the related Non-Serviced Depositor,
at its own expense, will be (A) entitled to direct the Trustee or Custodian to deliver the originals of all Mortgage Loan
documents in its possession (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan and endorsements
thereof) to the related Non-Serviced Trustee or Non-Serviced Custodian, (B) if the right under clause (A) is
exercised, required to cause the retention by or delivery to the Trustee or Custodian of photocopies of the mortgage loan documents
so delivered to such Non-Serviced Trustee or Non-Serviced Custodian, (C) entitled to cause the completion and recordation
of instruments of assignment in the name of such Non-Serviced Trustee or Non-Serviced Custodian, and (D) if the right under
clause (C) is exercised, required to deliver to the Trustee (or the Custodian on its behalf) photocopies of any instruments
of assignment so completed and recorded.


 


Notwithstanding
anything to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of any of the items specified in the
definition of “Mortgage File” (other than the items specified in clause (i) of the definition of “Mortgage File”)
by either of the applicable Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage
Loan Sellers.


 


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


 






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


 


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


 


(i)         the name of the related Mortgage Loan Seller;


 


(ii)        the loan identification number;


 


(iii)       the name of the related Mortgaged Property;


 


(iv)       the Cut-off Date Balance;


 


(v)        the street address, city and state of the related Mortgaged Property;


 


(vi)       the date of the related Mortgage Note;


 


(vii)      the Maturity Date;


 


(viii)     the Mortgage Rate;


 


(ix)       the original term to stated maturity or anticipated repayment date;


 


(x)        the remaining term to stated maturity or anticipated repayment date;


 


(xi)       the original amortization term;


 


(xii)      whether the Mortgage Loan is an ARD Loan;


 


(xiii)     the Primary Servicing Fee Rate; and


 


(xiv)     the Pari Passu Loan Primary Servicing Fee Rate.


 


“Mortgage
Loan Seller”: Each of (i) Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, or
its successor in interest, (ii)  Argentic Real Estate Finance LLC, a Delaware limited liability company, or its successor
in interest, (iii) Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successor in interest, and (iv)
Bank of Montreal, a Canadian chartered bank, or its successor in interest.


 


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


 






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


 


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


 


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


 


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


 


“MSMCH”:
As defined in Section 3.18(i) hereof.


 


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


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan as of any date of determination, a rate per annum equal to
the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, that for purposes of calculating
Pass-Through Rates, the Weighted Average Net Mortgage Rate and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will
be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed
to by the Master


 



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 Servicer, the Special Servicer, a related Non-Serviced Master Servicer or a related Non-Serviced Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor or otherwise; provided,
further, that for any Mortgage Loan that does not accrue interest on a 30/360 Basis, then, solely for purposes of calculating
Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for any one-month
accrual period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of such
Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest
actually accrued in respect of such Mortgage Loan during such one-month accrual period at the related Net Mortgage Rate; provided,
further, that, with respect to each Actual/360 Mortgage Loan, commencing in 2023, the Net Mortgage Rate for the one-month
period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the
Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution Date is the
final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or
February, if the related Distribution Date is the final Distribution Date), shall be determined inclusive of the amounts withheld
in the immediately preceding January and February, if applicable. With respect to any REO Loan that is a successor to a Mortgage
Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained
outstanding.


 


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


 


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


 


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


 


“Non-Exempt
Person”: Any Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate Administrator
for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such
Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate
Administrator to make such payments free of any obligation or liability for withholding, provided that duly executed form(s) provided
to the Certificate Administrator pursuant to Section 5.03(p), shall be sufficient to evidence that such providing Person
is not a Non-Exempt Person.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class H-RR, Class V or Class R Certificate.


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 






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


 


“Non-Serviced
Companion Loan”: Each Non-Serviced Pari Passu Companion Loan and each Non-Serviced Subordinate Companion Loan.


 


“Non-Serviced
Controlling Holder”: The “directing certificateholder”, “controlling class representative”,
“controlling noteholder” or similarly defined party under a Non-Serviced PSA.


 


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


 


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


 


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


 


“Non-Serviced
Indemnified Parties”: As defined in Section 6.04(i).


 


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


 


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


 


“Non-Serviced
Mortgage Loan”: Any Mortgage Loan other than a Serviced Mortgage Loan. Each of the 601 Lexington Avenue Mortgage Loan,
the 26 Broadway Mortgage Loan, the Midtown Square Mortgage Loan, the Coleman Highline Phase IV Mortgage Loan, the ILPT Logistics
Portfolio Mortgage Loan, the Bedrock Portfolio Mortgage Loan and the NYC MFRT Portfolio Mortgage Loan is a Non-Serviced Mortgage
Loan. On and after the related Servicing Shift Securitization Date, each Servicing Shift Mortgage Loan shall be a Non-Serviced
Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The Mortgaged Property securing each Non-Serviced Whole Loan.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” under a Non-Serviced PSA.


 


“Non-Serviced
Pari Passu Companion Loan”: With respect to any Non-Serviced Whole Loan, any related promissory note that is pari
passu in right of payment with the related Non-Serviced Mortgage Loan.


 


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


 


“Non-Serviced
PSA”: A pooling and servicing agreement or trust and servicing agreement, as applicable, under which a Non-Serviced
Whole Loan is serviced. The Non-Serviced PSAs related to the Trust as of the Closing Date are (i) with respect to the 601 Lexington
Avenue


 



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 Whole Loan, will be the BXP 2021-601L TSA, (ii) with respect to the 26 Broadway Whole Loan, will be the BWAY 2022-26BW
TSA, (iii) with respect to the Midtown Square Whole Loan, will be the BANK 2022-BNK40 PSA, (iv) with respect to the Coleman Highline
Phase IV Whole Loan, will be the COLEM 2022-HLNE TSA, (v) with respect to the ILPT Logistics Portfolio Whole Loan, will be the
ILPT 2022-LPFX TSA, (vi) with respect to the Bedrock Portfolio Whole Loan, will be the BMARK 2022-B32 PSA, (vii) with respect
to the NYC MFRT Portfolio Whole Loan, will be the BMO 2022-C1 PSA, and (viii) with respect to each Servicing Shift Whole Loan
on and after the related Servicing Shift Securitization Date, will be the pooling and servicing agreement that creates the trust
whose assets include the related Control Note.


 


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


 


“Non-Serviced
Subordinate Companion Loan”: With respect to any Non-Serviced Whole Loan, any related subordinate companion loan evidenced
by the related promissory note made by the related Mortgagor and secured by the Mortgage on the related Non-Serviced Mortgaged
Property, which is not included in the Trust and which is subordinate in right of payment to the related Non-Serviced Mortgage
Loan and the Non-Serviced Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided
in the related Intercreditor Agreement.


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the 601 Lexington Avenue Whole Loan, the 26 Broadway Whole Loan, the Midtown Square Whole Loan,
the Coleman Highline Phase IV Whole Loan, the ILPT Logistics Portfolio Whole Loan, the Bedrock Portfolio Whole Loan and the NYC
MFRT Portfolio Whole Loan. On and after the related Servicing Shift Securitization Date, each Servicing Shift Whole Loan shall
be a Non-Serviced Whole Loan.


 


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


 


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


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with
the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest,
Insurance and Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the
related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or
(b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-


 



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Delayed Reimbursement Amounts
(that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or successor
REO Loan which the Trustee determines in its good faith business judgment, or the Master Servicer or Special Servicer determines
in accordance with the Servicing Standard, as the case may be, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan; provided, that the Special Servicer may, at its option, make a determination in accordance with the Servicing
Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver
to the Master Servicer (and with respect to a Serviced Mortgage Loan that has a related Serviced Pari Passu Companion Loan, the
Master Servicer shall deliver to the Other Master Servicer (and if required under the related Intercreditor Agreement, the Other
Special Servicer), and with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced
Master Servicer (and if required under the related Intercreditor Agreement, the Non-Serviced Special Servicer)), the Certificate
Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination
by the Special Servicer will be conclusive and binding upon the Master Servicer and the Trustee (but this statement will not be
construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit the
Master Servicer or the Trustee from making a determination, that a P&I Advance would be a Nonrecoverable Advance), provided,
that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would
be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable
P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes
a determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I
Advance, each of the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining
portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced
Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization
of the related Non-Serviced Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced
Companion Loan, if made, would be nonrecoverable, such determination shall not be binding on the Master Servicer or the Trustee
as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect
to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates
to any proposed advance of principal or interest with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced
PSA provides otherwise). In making such recoverability determination, the Master Servicer, Special Servicer or Trustee, as applicable,
will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in
their “as-is” or then-current conditions and occupancies, as modified by


 



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


 



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 related Mortgaged Property). The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance is or would
be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


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


 



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


 



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Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that
the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence that such
advance is not a Nonrecoverable Servicing Advance; provided, that other than for Servicing Advances to be made on an emergency
or urgent basis, the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month
with respect to Servicing Advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance or property protection advance previously made
or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


“Notional
Amount”: With respect to each of the following Classes of Certificates or Exchangeable Upper-Tier Regular Interests,
the aggregate Certificate Balance of the Underlying Classes of Principal Balance Certificates or Exchangeable Upper-Tier P&I
Regular Interests: Class A-4-X1 Certificates, Class A-4-X2 Certificates, Class A-4-X1 Upper-Tier Regular Interest, Class A-4-X2
Upper-Tier Regular Interest, Class A-5-X1 Certificates, Class A-5-X2 Certificates, Class A-5-X1 Upper-Tier Regular Interest, Class
A-5-X2 Upper-Tier Regular Interest, Class X-A Certificates, Class X-D Certificates, Class X-F Certificates, Class X-G Certificates,
Class A-S-X1 Certificates, Class A-S-X2 Certificates, Class A-S-X1 Upper-Tier Regular Interest, Class A-S-X2 Upper-Tier Regular
Interest, Class B-X1 Certificates, Class B-X2 Certificates, Class B-X1 Upper-Tier Regular Interest, Class B-X2 Upper-Tier Regular
Interest, Class C-X1 Certificates, Class C-X2 Certificates, Class C-X1 Upper-Tier Regular Interest and Class C-X2 Upper-Tier Regular
Interest.


 


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


 


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


 


“NYC
MFRT Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 1, 2022, by and between
the holders of the respective promissory notes evidencing the NYC MFRT Portfolio Whole Loan, relating to the relative rights of
such holders, as the same may be amended in accordance with the terms thereof.


 






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“NYC
MFRT Portfolio Mortgage Loan”: With respect to the NYC MFRT Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 16 on the Mortgage Loan Schedule), which is evidenced by the related promissory
note A-3, which is pari passu in right of payment with the NYC MFRT Portfolio Non-Serviced Pari Passu Companion Loans to the extent
set forth in the NYC MFRT Portfolio Intercreditor Agreement.


 


“NYC
MFRT Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that secures the NYC MFRT Portfolio Whole
Loan.


 


“NYC
MFRT Portfolio Non-Serviced Pari Passu Companion Loans”: With respect to the NYC MFRT Portfolio Whole Loan, as of the
Closing Date, the pari passu companion loans evidenced by the related promissory notes A-1 and A-2, made by the related Mortgagor
and secured by the Mortgage on the NYC MFRT Portfolio Mortgaged Property, which is not included in the Trust and which is pari
passu in right of payment to the NYC MFRT Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the NYC MFRT Portfolio Intercreditor Agreement.


 


“NYC
MFRT Portfolio Whole Loan”: The NYC MFRT Portfolio Mortgage Loan, together with the NYC MFRT Portfolio Non-Serviced
Pari Passu Companion Loans, each of which is secured by the same Mortgage on the NYC MFRT Portfolio Mortgaged Property. References
herein to the NYC MFRT Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under the NYC MFRT Portfolio
Mortgage Loan and the NYC MFRT Portfolio Non-Serviced Pari Passu Companion Loans.


 


“OCC”:
Office of the Comptroller of the Currency.


 


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


 


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


 


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


 


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


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or such lesser amount actually received from the related
Mortgagor) with respect to any Serviced Mortgage Loan, payable pursuant to Section 3.05 of this Agreement; provided,
that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided,
further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect
to any Major Decision; provided, further, that the party processing such Major Decision may waive or reduce the
amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full


 



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 or partial waiver
is in accordance with the Servicing Standard (provided that such party shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction).


 


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


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a rate
with respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan) and any successor REO Loan equal to 0.00211% per
annum with respect to each Mortgage Loan.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of and for the benefit of the Certificateholders (as a collective whole as if such Certificateholders constituted a single
lender) and not for the benefit of any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that
the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan
Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, any Certificateholder, the
Directing Certificateholder, the Risk Retention Consultation Party or any of their respective Affiliates.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered
to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of
any Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as
a grantor trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section
6.05, must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer.


 


“Original
Certificate Balance”: With respect to (i) any Class of Principal Balance Certificates that is not a Class of Exchangeable
P&I Certificates and any Exchangeable Upper-Tier P&I Regular Interest, the initial aggregate principal amount thereof
as of the Closing Date, in each case as specified in the Preliminary Statement, (ii) the Class A-4, Class A-5 and Class A-S Certificates,
the Original Certificate Balance of the Exchangeable Upper-Tier P&I Regular Interest with the same alphanumeric designation,
and (iii) each Class of the Class A-4-1, Class A-4-2, Class A-5-1, Class A-5-2, Class A-S-1, Class A-S-2, Class B-1, Class B-2,
Class C-1 and Class C-2 Certificates, $0.


 






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


 


“Original
Notional Amount”: With respect to (i) any Class of Class X Certificates and any Exchangeable Upper-Tier IO Regular Interest,
the initial aggregate notional amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement,
and (ii) each Class of the Class A-4-X1, Class A-4-X2, Class A-5-X1, Class A-5-X2, Class A-S-X1, Class A-S-X2, Class B-X1, Class
B-X2, Class C-X1 and Class C-X2 Certificates, $0.


 


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


 


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


 


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


 


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


 


“Other
Master Servicer”: Any master servicer under an Other Pooling and Servicing Agreement.


 


“Other
Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include all
or a portion of any Serviced Companion Loan.


 


“Other
Securitization”: As defined in Section 11.06.


 


“Other
Servicer”: Any Other Master Servicer or Other Special Servicer, as applicable.


 


“Other
Special Servicer”: Any special servicer under an Other Pooling and Servicing Agreement.


 


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


 






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


 


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


 


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


 


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


 


“Pacific
Castle Portfolio Controlling Pari Passu Companion Loan”: The Pacific Castle Portfolio Pari Passu Companion Loan represented
by the related promissory note A-1.


 


“Pacific
Castle Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 2, 2022, by and between
the holder of the Pacific Castle Portfolio Pari Passu Companion Loans and the holder of the Pacific Castle Portfolio Mortgage
Loan, relating to the relative rights of such holders of the Pacific Castle Portfolio Whole Loan, as the same may be amended in
accordance with the terms thereof.


 


“Pacific
Castle Portfolio Mortgage Loan”: With respect to the Pacific Castle Portfolio Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 14 on the Mortgage Loan Schedule), which is evidenced by the related promissory
note A-2, and is pari passu in right of payment with the Pacific Castle Portfolio Pari Passu Companion Loans to the extent
set forth in the Pacific Castle Portfolio Intercreditor Agreement.


 


“Pacific
Castle Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that secures the Pacific Castle Portfolio
Whole Loan.


 


“Pacific
Castle Portfolio Pari Passu Companion Loans”: With respect to the Pacific Castle Portfolio Whole Loan, as of the Closing
Date, the pari passu companion loans evidenced by the related promissory notes A-1, A-3 and A-4, made by the related Mortgagor
and secured by the Mortgage on the Pacific Castle Portfolio Mortgaged Property, which are not included in the Trust and which
are pari passu in right of payment to Pacific Castle Portfolio Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Pacific Castle Portfolio Intercreditor Agreement.


 


“Pacific
Castle Portfolio PSA”: Any pooling and servicing agreement that creates a trust whose assets include the Pacific Castle
Portfolio Controlling Pari Passu Companion Loan.


 


“Pacific
Castle Portfolio Whole Loan”: The Pacific Castle Portfolio Mortgage Loan, together with the Pacific Castle Portfolio
Pari Passu Companion Loans, each of which is secured by the same Mortgage on the Pacific Castle Portfolio Mortgaged Property.
References herein to the Pacific Castle Portfolio Whole Loan shall be construed to refer to the aggregate


 



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 indebtedness under the
Pacific Castle Portfolio Mortgage Loan and the Pacific Castle Portfolio Pari Passu Companion Loan.


 


“Pari
Passu Loan Primary Servicing Fee” With respect to each Non-Serviced Mortgage Loan, the monthly fee payable by the applicable
Non-Serviced Master Servicer to the related primary servicer (which may be the applicable Non-Serviced Master Servicer) in respect
of primary servicing of such Mortgage Loan


 


“Pari
Passu Loan Primary Servicing Fee Rate”: The “master servicing fee rate” (or analogous term) (as defined
in the related Non-Serviced PSA) and any other servicing fee rate payable to the applicable Non-Serviced Master Servicer applicable
to any Non-Serviced Mortgage Loan equal to (i) 0.00125% per annum with respect to the Rose Castle Apartments Mortgage Loan (on
and after the related Servicing Shift Securitization Date), (ii) 0.00500% per annum with respect to the 601 Lexington Avenue Mortgage
Loan, (iii) 0.01125% per annum with respect to the 26 Broadway Mortgage Loan, and (iv) 0.01000% per annum with respect to the
Midtown Square Mortgage Loan, (v) 0.01200% per annum with respect to the Coleman Highline Phase IV Mortgage Loan, (vi) 0.01375%
per annum with respect to the ILPT Logistics Portfolio Mortgage Loan, (vii) 0.05000% per annum with respect to the Bedrock Portfolio
Mortgage Loan, (viii) 0.00250% per annum with respect to the Pacific Castle Portfolio Mortgage Loan (on and after the related
Servicing Shift Securitization Date), and (ix) 0.00125% per annum with respect to the NYC MFRT Portfolio Mortgage Loan.


 


“Pass-Through
Rate”: For any Distribution Date: (a) with respect to any Lower-Tier Regular Interest, the Weighted Average Net Mortgage
Rate for such Distribution Date; and (b) with respect to each Class of Certificates or Exchangeable Upper-Tier Regular Interest,
the rate set forth next to it in the table below:


 


	Class
of Certificates or Exchangeable Upper-Tier Regular Interest 
	Pass-Through
Rate 

	Class
    A-1 Certificates	3.17200%
    per annum
	Class
    A-2 Certificates	The
    Weighted Average Net Mortgage Rate
	Class
    A-3 Certificates	3.64400%
    per annum
	Class
    A-SB Certificates	The
    Weighted Average Net Mortgage Rate
	Class
    A-4 Certificates	The
    lesser of the Weighted Average Net Mortgage Rate and 3.72500% per annum
	Class
    A-4-1 Certificates	The
    sum of the Class A-4 Upper-Tier Regular Interest Pass-Through Rate and the Class A-4-X2 Upper-Tier Regular Interest Pass-Through
    Rate
	Class
    A-4-2 Certificates	The
    Class A-4 Upper-Tier Regular Interest Pass-Through Rate
	Class
    A-4-X1 Certificates	0.50000%
    per annum
	Class
    A-4-X2 Certificates	1.00000%
    per annum
	Class
    A-4 Upper-Tier Regular Interest	The
    Class A-4 Certificates Pass-Through Rate minus 1.0000% per annum



 






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	Class
of Certificates or Exchangeable Upper-Tier Regular Interest 
	Pass-Through
Rate 

	Class
    A-4-X1 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    A-4-X2 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    A-5 Certificates	The
    Weighted Average Net Mortgage Rate
	Class
    A-5-1 Certificates	The
    sum of the Class A-5 Upper-Tier Regular Interest Pass-Through Rate and the Class A-5-X2 Upper-Tier Regular Interest Pass-Through
    Rate
	Class
    A-5-2 Certificates	The
    Class A-5 Upper-Tier Regular Interest Pass-Through Rate
	Class
    A-5-X1 Certificates	0.50000%
    per annum
	Class
    A-5-X2 Certificates	1.00000%
    per annum
	Class
    A-5 Upper-Tier Regular Interest	The
    Class A-5 Certificates Pass-Through Rate minus 1.0000% per annum
	Class
    A-5-X1 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    A-5-X2 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    X-A Certificates	The
    related Class X Pass-Through Rate
	Class
    A-S Certificates	The
    Weighted Average Net Mortgage Rate
	Class
    A-S-1 Certificates	The
    sum of the Class A-S Upper-Tier Regular Interest Pass-Through Rate and the Class A-S-X2 Upper-Tier Regular Interest Pass-Through
    Rate
	Class
    A-S-2 Certificates	The
    Class A-S Upper-Tier Regular Interest Pass-Through Rate
	Class
    A-S-X1 Certificates	0.50000%
    per annum
	Class
    A-S-X2 Certificates	1.00000%
    per annum
	Class
    A-S Upper-Tier Regular Interest	The
    Class A-S Certificates Pass-Through Rate minus 1.0000% per annum
	Class
    A-S-X1 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    A-S-X2 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    B Certificates	The
    Weighted Average Net Mortgage Rate
	Class
    B-1 Certificates	The
    sum of the Class B Upper-Tier Regular Interest Pass-Through Rate and the Class B-X2 Upper-Tier Regular Interest Pass-Through
    Rate
	Class
    B-2 Certificates	The
    Class B Upper-Tier Regular Interest Pass-Through Rate



 






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	Class
of Certificates or Exchangeable Upper-Tier Regular Interest 
	Pass-Through
Rate 

	Class
    B-X1 Certificates	0.50000%
    per annum
	Class
    B-X2 Certificates	1.00000%
    per annum
	Class
    B Upper-Tier Regular Interest	The
    Class B Certificates Pass-Through Rate minus 1.0000% per annum
	Class
    B-X1 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    B-X2 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    C Certificates	The
    Weighted Average Net Mortgage Rate
	Class
    C-1 Certificates	The
    sum of the Class C Upper-Tier Regular Interest Pass-Through Rate and the Class C-X2 Upper-Tier Regular Interest Pass-Through
    Rate
	Class
    C-2 Certificates	The
    Class C Upper-Tier Regular Interest Pass-Through Rate
	Class
    C-X1 Certificates	0.50000%
    per annum
	Class
    C-X2 Certificates	1.00000%
    per annum
	Class
    C Upper-Tier Regular Interest	The
    Class C Certificates Pass-Through Rate minus 1.0000% per annum
	Class
    C-X1 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    C-X2 Upper-Tier Regular Interest	0.50000%
    per annum
	Class
    X-D Certificates	The
    related Class X Pass-Through Rate
	Class
    X-F Certificates	The
    related Class X Pass-Through Rate
	Class
    X-G Certificates	The
    related Class X Pass-Through Rate
	Class
    D Certificates	2.50000%
    per annum
	Class
    E Certificates	2.50000%
    per annum
	Class
    F Certificates	The
    lesser of the Weighted Average Net Mortgage Rate and 2.50000% per annum
	Class
    G Certificates	The
    lesser of the Weighted Average Net Mortgage Rate and 2.50000% per annum
	Class
    H-RR Certificates	The
    Weighted Average Net Mortgage Rate


 


“Payment
Accommodation”: For any Mortgage Loan or Serviced Whole Loan, the entering into of any temporary forbearance agreement
pursuant to Section 3.18(m) as a result of the COVID-19 emergency (and qualification as a COVID-19 emergency forbearance
shall be determined by the Special Servicer in its sole and absolute discretion in accordance with the Servicing Standard) relating
to (i) payment obligations or operating covenants under the related Mortgage Loan documents, (ii) the use of funds on deposit
in any reserve account or escrow account for any purpose other than the explicit purpose described in the related Mortgage Loan
documents, or (iii) such other modification, forbearance or waiver that is related or incidental to clause (i) or clause (ii),
that in each case (A) defers no greater than nine (9) monthly debt service


 



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 payments in the aggregate with any other Payment Accommodation
and (B) requires full repayment of deferred payments and escrows within twenty-one (21) months of the date of the first forbearance
for such Mortgage Loan or Serviced Whole Loan. For the avoidance of doubt, a Payment Accommodation shall only be entered into
by the Special Servicer on behalf of the Trust in its sole and absolute discretion in accordance with the Servicing Standard and
the Master Servicer shall have no processing, consent or other rights with respect thereto. No Payment Accommodation shall be
granted if the Mortgage Loan or Serviced Whole Loan is in default (and such default is known to the Special Servicer) with respect
to any loan provision other than the provision(s) subject to the forbearance request.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


“Permitted
Investments”: Any one or more of the following obligations or securities (including obligations or securities of the
Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise
qualifying


 



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 hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in
this definition and which shall not be subject to liquidation prior to maturity:


 


(i)         direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of
America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, the United States of America, Fannie Mae or Freddie Mac or any agency
or instrumentality of the United States of America, other than an unsecured senior debt obligation of Fannie Mae or Freddie Mac,
shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the
then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced
Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing, other
than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing
and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association
guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation
certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home
Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least
“A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+”
or “AAAm” by S&P, if such obligations mature in 365 days or less;


 


(ii)        time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the
date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or
organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal
or state banking authorities that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA
Permitted Investment Rating and the Applicable S&P Permitted Investment Rating; or, in each case, such other rating as would
not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class
of Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by
such Rating Agency, such class of securities) as evidenced in writing;


 


(iii)       repurchase agreements or obligations with respect to any security described in clause (i) above where such security
has a remaining maturity of one year or less and where such repurchase obligation has been entered into with a depository institution
or trust company (acting as principal) described in clause (ii) above;


 


(iv)       debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition that, in each case, satisfy
(x) the


 



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 Applicable Fitch Permitted Investment Rating, (y) the Applicable KBRA Permitted Investment Rating and (z) the Applicable
S&P Permitted Investment Rating (or, in the case of each of clause (x), (y) and (z), such lower rating requirement as is the
subject of a Rating Agency Confirmation by each Rating Agency); provided, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investment therein will cause the then-outstanding principal amount of securities
issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal
balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)        commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) that, in each case, satisfy (x) the Applicable Fitch
Permitted Investment Rating, (y) the Applicable KBRA Permitted Investment Rating and (z) the Applicable S&P Permitted Investment
Rating (or, in the case of each of clause (x), (y) and (z), such lower rating requirement as is the subject of a Rating Agency
Confirmation by each Rating Agency relating to the Certificates and to any Serviced Companion Loan Securities);


 


(vi)      
money market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, or the Wells
Fargo Money Market Funds) which seek to maintain a constant net asset value per share, rated in the highest money market fund
rating categories of Fitch and KBRA (if so rated by each such Rating Agency) (and if not rated by any such Rating Agency, an equivalent
rating (or higher) by at least two (2) NRSROs (which may include Fitch, KBRA, DBRS, Moody’s and/or S&P)) and “AAAm”
by S&P (or, if not rated by S&P, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation
relating to the Certificates), which may include the investments referred to in clause (i) hereof if so qualified that (a) have
substantially all of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have
net assets of not less than $5,000,000,000;


 


(vii)      any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more
of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum rating(s) set
forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment (and from KBRA, if KBRA does not rate such demand, money market or time deposit, obligation, security or investment)
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 






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


 


provided,
that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be
an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators,
such as the (sf) subscript, and unsolicited ratings; provided, further, that each Permitted Investment qualifies
as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (b) any such investment that provides for a variable
rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move
proportionately with such index, (c) any such investment must not be subject to liquidation prior to maturity, and (d) any such
investment must not be purchased at a premium over par; provided, further, that no such instrument shall be a Permitted
Investment (a) if such instrument evidences principal and interest payments derived from obligations underlying such instrument
and the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than
120% of the yield to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at a price
below the purchase price; provided, further, that no amount beneficially owned by any Trust REMIC (even if not yet
deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal
income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of any Trust REMIC as a REMIC.


 


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


 


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


 


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


 


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


 






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


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


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


 


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


 



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 With respect to any Serviced AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated
first to the related Serviced Subordinate Companion Loan.


 


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


 


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


 


“Primary
Servicing Fee”: With respect to each Mortgage Loan, the monthly fee payable by the Master Servicer to the related primary
servicer (which may be the Master Servicer) in respect of primary servicing of such Mortgage Loan.


 


“Primary
Servicing Fee Rate”: With respect to each Mortgage Loan, the rate set forth on the Mortgage Loan Schedule representing
the rate at which the Primary Servicing Fee accrues on such Mortgage Loan; provided, that with respect to each Servicing
Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, the Primary Servicing Fee Rate with respect
to such Mortgage Loan comprising a part of the related Servicing Fee Rate shall be 0% per annum (and the amount of the
reduction in the “Servicing Fee Rate” will instead be paid to the related Non-Serviced Master Servicer as the Pari
Passu Loan Primary Servicing Fee Rate).


 


“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition
of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication
as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the
“Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class D, Class E, Class F,
Class G and Class H-RR Certificates and the Exchangeable P&I Certificates.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal
to the sum of the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date, including,
without limitation, the principal portion of any Balloon Payments received after the related Determination Date but on or prior
to the related Remittance Date that constitute a portion of the “Unscheduled Principal Distribution Amount” for such
Distribution Date in accordance with the penultimate paragraph of Section 3.05(a); provided that the Principal Distribution
Amount for any Distribution Date shall be reduced, to not less than zero, by the


 



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 amount of any reimbursements of (A) Nonrecoverable
Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed
out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that
are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case
of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including
REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution
Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


“Private
Placement Memorandum”: The private placement memorandum relating to the offer and sale of the Non-Registered Certificates,
dated April 7, 2022.


 


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


 


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


 






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“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party
restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable
and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration
parties, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted
Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the
Trustee, based on written legal advice), required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Other Servicer, any Person (including the Directing Certificateholder
and the Risk Retention Consultation Party) who provides the Certificate Administrator with an Investor Certification and any NRSRO
(including any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification
and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided, that
in no event may a Borrower Party (other than a Borrower Party that is the Special Servicer or the Risk Retention Consultation
Party) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder,
any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)), and (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder, any
information other than the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate
of the Operating Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any
Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer becomes a Borrower Party, the Special Servicer shall nevertheless
be a Privileged Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special
Servicer Information specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide any
information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the
Special Servicer’s employees or personnel or any of its Affiliate involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or
indirect ownership interest in the related Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) and (ii) above;
provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or
the Certificate Administrator to restrict access by the


 



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 Special Servicer or any Excluded Special Servicer to any information related
to any Mortgage Loan including any Excluded Special Servicer Loan and in no case shall the Master Servicer or the Certificate
Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded
Special Servicer Loan; provided, further, that the Master Servicer and the Certificate Administrator shall not restrict
access by the Special Servicer to any information related to any Mortgage Loan including any Excluded Special Servicer Loan; provided,
further, that any Excluded Controlling Class Holder or Risk Retention Consultation Party shall be permitted to obtain from
the Master Servicer or the Special Servicer, as applicable, in accordance with Section 4.02(f) of this Agreement any Excluded
Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder or Risk
Retention Consultation Party is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded
Controlling Class Holder or Risk Retention Consultation Party via the Certificate Administrator’s Website because of its
Excluded Controlling Class Holder status (or such party’s status as Risk Retention Consultation Party with respect to an
Excluded RRCP Loan)). In no case shall the Master Servicer be liable for any communication to the Special Servicer, or for any
disclosure of information to the Special Servicer, relating to an Excluded Special Servicer Loan (including any information delivered
to the Certificate Administrator for posting on the Certificate Administrator’s Website).


 


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


 


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


 


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


 


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


 


“Prospectus”:
The prospectus relating to the offer and sale of the Registered Certificates, dated March 29, 2022.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


(i)         the outstanding principal balance of such Mortgage Loan (or any successor REO Loan) as of the date of purchase; plus


 


(ii)        all accrued and unpaid interest on the Mortgage Loan (or any related successor REO Loan), at the related Mortgage Rate in effect
from time to time (excluding any portion of such interest that represents Default Interest or Excess Interest on any ARD Loan),
to,


 



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 but not including, the Due Date therefor immediately preceding or coinciding with the Determination Date for the Collection
Period of purchase; plus


 


(iii)       all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,
Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in
respect of such Mortgage Loan (or related successor REO Loan), if any; plus


 


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


 


(v)        Liquidation Fees, if any, payable with respect to such Mortgage Loan (or successor REO Loan) (which will not include any Liquidation
Fees if such repurchase occurs during the Initial Cure Period, or if applicable, prior to the expiration of the Extended Cure
Period).


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall
mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such
purposes, the Mortgage Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant
to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the second
preceding sentence in respect of the successor REO Loan. With respect to any sale pursuant to Section 3.16(a)(ii) or Section
3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between
the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant
to, the provisions of the related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would
be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note will be its respective Mortgage Loan
Seller Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing,
with respect to any repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase
Price” shall not include any amounts payable in respect of any related Companion Loan. Notwithstanding anything to the contrary
in this definition of “Purchase Price,” the Mortgage Loan Seller shall nevertheless be obligated to pay any amounts
due and owing under Section 3.08(e).


 






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


 


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


 


“Qualified
Mortgage Material Defect”: A Material Defect relating to a Mortgage Loan not being a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a “qualified mortgage.”


 


“Qualified
Replacement Special Servicer”: A replacement special servicer (i) that satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement, (ii) that is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) that is not obligated to pay
the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this
Agreement, or (y) for the appointment of the replacement special servicer or the recommendation by the Operating Advisor
for the replacement Special Servicer to become the Special Servicer, (iv) that is not entitled to receive any compensation
from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) that is not entitled to receive any fee from the Operating
Advisor for its appointment as replacement special servicer, in each case, unless such fee is expressly approved by 100% of the
Certificateholders, (vi)(x) that is currently acting as a special servicer in a CMBS transaction rated by Moody’s on a transaction-level
basis (as to which CMBS transaction there are outstanding commercial mortgage-backed securities rated by Moody’s) and (y)
Moody’s has not publicly cited servicing concerns with respect to such replacement special servicer as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable replacement special servicer prior
to the time of determination, (vii) that currently has a special servicer rating of at least “CSS3” from Fitch, (viii)
that is listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Special Servicer” and (ix) that
is currently acting as a special servicer in a transaction rated by KBRA and has not been cited by KBRA as having servicing concerns
that were the sole or material factor in any qualification, downgrade or withdrawal of the


 



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ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable
servicer prior to the time of determination.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan replacing a removed Mortgage Loan that must, on the date of substitution:
(i) have an outstanding principal balance, after deduction of the principal portion of the Periodic Payment due in the month of
substitution, not in excess of the Stated Principal Balance of the removed Mortgage Loan; provided, that, to the extent
that the principal balance of such Mortgage Loan is less than the Stated Principal Balance of the removed Mortgage Loan, then
such differential in principal amount, together with interest thereon at the Mortgage Rate on the related Mortgage Loan from the
date as to which interest was last paid through the last day of the month in which such substitution occurs, shall be paid by
the party effecting such substitution to the Master Servicer for deposit into the Collection Account, and shall be treated as
a Principal Prepayment hereunder; (ii) accrue interest at a rate of interest at least equal to that of the removed Mortgage Loan;
(iii) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, that of the removed
Mortgage Loan (and in no event may such Mortgage Loan mature after the date that is three (3) years prior to the Rated Final Distribution
Date); (iv) have an original loan-to-value ratio not higher than that of the removed Mortgage Loan and a current loan-to-value
ratio (equal to the outstanding principal balance on the date of substitution divided by its current Appraised Value) not higher
than the current loan-to-value ratio of the removed Mortgage Loan; (v) have an original debt service coverage ratio equal to or
greater than that of the removed Mortgage Loan and a current debt service coverage ratio equal to or greater than the current
debt service coverage ratio of the removed Mortgage Loan; (vi) comply with all of the representations and warranties relating
to Mortgage Loans set forth in the applicable Mortgage Loan Purchase Agreement, as of the date of substitution; (vii) have an
environmental assessment relating to the related Mortgaged Property in its Mortgage File that does not, in the good faith reasonable
judgment of the Special Servicer, consistent with the Servicing Standard, raise material issues that have not been adequately
addressed; (viii) have an engineering report relating to the related Mortgaged Property in its Mortgage File that does not, in
the good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard raise material issues that
have not been adequately addressed; and (ix) have been the subject of an Opinion of Counsel, delivered to the Trustee and the
Certificate Administrator at the related Mortgage Loan Seller’s expense, that such Mortgage Loan is a “qualified replacement
mortgage” within the meaning of Section 860G(a)(4) of the Code; provided that no substitute mortgage loan may have
a Maturity Date after the date three (3) years prior to the Rated Final Distribution Date; provided, further, that
no substitute mortgage loan shall be substituted for a removed Mortgage Loan unless a Rating Agency Confirmation has been obtained
from each Rating Agency (at the expense of the related Mortgage Loan Seller); provided, further, that, so long as
a Control Termination Event has not occurred and is not continuing and subject to the DCH Limitations, any such substitution will
require the consent of the Directing Certificateholder (not to be unreasonably withheld); provided, further, that
no Mortgage Loan may be replaced by more than one substituted mortgage loan.


 


When
a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that such Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification
to the Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder.


 






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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in April 2055.


 


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


 


“Rating
Agency Communication”: With respect to any action, any written communication intended for a Rating Agency relating to
such action, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document
format suitable for website posting to the 17g-5 Information Provider (which will be required to post such request on the 17g-5
Information Provider’s Website in accordance with this Agreement).


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in any format that is consistent
with the policies, procedures or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation is sought,
including, without limitation, by way of electronic communication, press release or any other written communication and need not
be directed or addressed to any party to this Agreement) by each applicable Rating Agency that a proposed action, failure to act
or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current
rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver or other
acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation
is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to
such matter. At any time during which no Certificates are rated by a Rating Agency, a Rating Agency Confirmation will not be required
from that Rating Agency.


 


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


 


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


 


“Realized
Loss”: As defined in Section 4.04(a).


 


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


 


“Registered
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-SB and Class X-A Certificates, the Class A-4 Exchangeable
Certificates, the Class A-5 Exchangeable


 



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Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates
and the Class C Exchangeable Certificates.


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-SB, Class D, Class E, Class F,
Class G, Class H-RR, Class X-A, Class X-D, Class X-F and Class X-G Certificates.


 


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


 


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


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.03(d) and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime
Rate, compounded annually (subject to a floor of 2.00%).


 


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


 






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	Related
Certificates or Related Exchangeable Upper-Tier Regular Interest 
	Related
Lower-Tier Regular Interest 

	Class
    A-1 Certificates	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	Class
    LA3 Uncertificated Interest
	Class
    A-SB Certificates	Class
    LASB Uncertificated Interest
	Class
    A-4 Upper-Tier Regular Interest	Class
    LA4 Uncertificated Interest
	Class
    A-5 Upper-Tier Regular Interest	Class
    LA5 Uncertificated Interest
	Class
    A-S Upper-Tier Regular Interest	Class
    LAS Uncertificated Interest
	Class
    B Upper-Tier Regular Interest	Class
    LB Uncertificated Interest
	Class
    C Upper-Tier Regular Interest	Class
    LC Uncertificated Interest
	Class
    D Certificates	Class
    LD Uncertificated Interest
	Class
    E Certificates	Class
    LE Uncertificated Interest
	Class
    F Certificates	Class
    LF Uncertificated Interest
	Class
    G Certificates	Class
    LG Uncertificated Interest
	Class
    H-RR Certificates	Class
    LHRR Uncertificated Interest


 


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


 


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


 


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


 


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


 


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


 


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


 






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“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan
Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, REO Account”. Any such account
or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 



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relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available
for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan
incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to a Serviced Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 


“Repurchased
Note”: As defined in Section 3.30.


 


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.30.


 


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


 






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


 


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


 


“Requesting
Investor”: As defined in Section 5.06(b)(ii).


 


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


 


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


 


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


 


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


 


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


 


“Retained
Defeasance Rights and Obligations”: Any of the MSMCH Seller Defeasance Rights and Obligations, the AREF Seller Defeasance
Rights and Obligations, the Starwood Lender Successor Borrower Right and the BMO Lender Successor Borrower Right.


 


“Retained
Fee Rate”: A rate equal to the Servicing Fee Rate (a) minus (i) any primary servicing fee rate payable to a third-party
primary servicer and (ii) 0.000625%, (b) if no primary servicing fee payable and a Serviced Mortgage Loan, then minus 0.00125%,
or (c) if a Non-Serviced Mortgage Loan, then minus 0.000625% per annum with respect to each Mortgage Loan.


 


“Retaining
Party”: Any Holder of the HRR Interest or the VRR Interest.


 






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“Retaining
Sponsor”: Starwood Mortgage Capital LLC, acting as “retaining sponsor” as such term is defined in Risk Retention
Rule.


 


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


 


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


 


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


 


“Risk
Retention Consultation Party”: The party selected by the Retaining Sponsor. LNR Securities Holdings, LLC shall be the
initial Risk Retention Consultation Party.


 


“Risk
Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. §246.1 et seq.), under Section 15G of the Exchange Act, as added
by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such
rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the 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 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to
time, in each case, as effective from time to time.


 


“Rose
Castle Apartments Controlling Pari Passu Companion Loan”: The Rose Castle Apartments Pari Passu Companion Loan represented
by the related promissory note A-1.


 


“Rose
Castle Apartments Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 4, 2022, by and between
the holder of the Rose Castle Apartments Pari Passu Companion Loans and the holder of the Rose Castle Apartments Mortgage Loan,
relating to the relative rights of such holders of the Rose Castle Apartments Whole Loan, as the same may be amended in accordance
with the terms thereof.


 


“Rose
Castle Apartments Mortgage Loan”: With respect to the Rose Castle Apartments Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes
A-3, A-5, A-7 and A-9, and are pari passu in right of payment with the Rose Castle Apartments Pari Passu Companion Loans
to the extent set forth in the Rose Castle Apartments Intercreditor Agreement.


 


“Rose
Castle Apartments Mortgaged Property”: The Mortgaged Property that secures the Rose Castle Apartments Whole Loan.


 


“Rose
Castle Apartments Pari Passu Companion Loans”: With respect to the Rose Castle Apartments Whole Loan, as of the Closing
Date, the pari passu companion loans evidenced by the related promissory notes A-1, A-2, A-4, A-6, A-8 and A-10, made by
the related Mortgagor


 



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and secured by the Mortgage on the Rose Castle Apartments Mortgaged Property, which are not included in
the Trust and which are pari passu in right of payment to Rose Castle Apartments Mortgage Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the Rose Castle Apartments Intercreditor Agreement.


 


“Rose
Castle Apartments PSA”: Any pooling and servicing agreement that creates a trust whose assets include the Rose Castle
Apartments Controlling Pari Passu Companion Loan.


 


“Rose
Castle Apartments Whole Loan”: The Rose Castle Apartments Mortgage Loan, together with the Rose Castle Apartments Pari
Passu Companion Loans, each of which is secured by the same Mortgage on the Rose Castle Apartments Mortgaged Property. References
herein to the Rose Castle Apartments Whole Loan shall be construed to refer to the aggregate indebtedness under the Rose Castle
Apartments Mortgage Loan and the Rose Castle Apartments Pari Passu Companion Loan.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer
and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to the related Collection Period and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the Mortgagor
as of the related


 



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Determination Date or, if applicable, as of such later date as would permit inclusion in the Available Funds
for such Distribution Date (or (i) with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after
the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by
the Master Servicer as of the Business Day preceding the related P&I Advance Date, and (ii) with respect to a Non-Serviced
Mortgage Loan, received by the Master Servicer as of such date as would permit inclusion in the Available Funds for such Distribution
Date) or advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution
Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date or, if applicable, as of such later date as would permit inclusion in the Available Funds for such Distribution Date (or
(i) with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date,
the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the
Business Day preceding the related P&I Advance Date and (ii) with respect to a Non-Serviced Mortgage Loan, received by the
Master Servicer as of such date as would permit inclusion in the Available Funds for such Distribution Date), and to the extent
not included in clause (a) above for the subject Distribution Date or in the Scheduled Principal Distribution Amount
for any preceding Distribution Date.


 


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


 


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


 


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


 


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


 


“Serviced
AB Control Appraisal Period”: With respect to any Serviced AB Whole Loan, the period during which a “control appraisal
event” (or analogous term) exists under the related Serviced AB Intercreditor Agreement.


 


“Serviced
AB Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of a Serviced Subordinate Companion
Loan and the holder of the related Serviced Mortgage Loan, relating to the relative rights of such holders of the related Serviced
AB Whole Loan, as the same may be further amended in accordance with the terms thereof. As of the Closing Date, the only Serviced
AB Intercreditor Agreement related to the Trust shall be the Constitution Center Intercreditor Agreement.


 


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


 



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in right of payment to the related Serviced Subordinate Companion Loan
to the extent set forth in the related Intercreditor Agreement. As of the Closing Date, the only Serviced AB Mortgage Loan related
to the Trust shall be the Constitution Center Mortgage Loan.


 


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


 


“Serviced
AB Whole Loan”: A Whole Loan that consists of a Serviced Mortgage Loan and one or more related Serviced Subordinate
Companion Loans and may also include one or more Serviced Pari Passu Companion Loans. As of the Closing Date, the only Serviced
AB Whole Loan related to the Trust shall be the Constitution Center Whole Loan.


 


“Serviced
AB Whole Loan Controlling Holder”: The “Directing Lender” or similarly defined party identified in the related
Serviced AB Intercreditor Agreement.


 


“Serviced
Companion Loan”: Each of the Serviced Pari Passu Companion Loans and any Serviced Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of the Serviced Companion Loans.


 


“Serviced
Mortgage Loan”: A Mortgage Loan serviced and administered under this Agreement.


 


“Serviced
Pari Passu Companion Loan”: With respect to each Serviced Whole Loan, any related promissory note that is pari passu
in right of payment with the related Serviced Mortgage Loan.


 


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


 


“Serviced
Pari Passu Mortgage Loan”: Each of (i) the ExchangeRight Net Leased Portfolio #54 Mortgage Loan, (ii) the Visions Hotel
Portfolio III Mortgage Loan and (iii) each Servicing Shift Mortgage Loan (prior to the related Controlling Companion Loan Securitization
Date).


 


“Serviced
Pari Passu Whole Loan”: Each of (i) the ExchangeRight Net Leased Portfolio #54 Whole Loan, (ii) the Visions Hotel Portfolio
III Whole Loan and (iii) each Servicing Shift Whole Loan (prior to the related Controlling Companion Loan Securitization Date)


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer and relates to a Serviced REO Property.


 






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


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization. As of the Closing Date, there is no Serviced
Securitized Companion Loan related to the Trust.


 


“Serviced
Subordinate Companion Loan”: With respect to any Serviced AB Whole Loan, any related companion loan evidenced by the
related promissory note made by the related Mortgagor and secured by the Mortgage on the related Serviced AB Mortgaged Property,
which is not included in the Trust and which is subordinate in right of payment to the related Serviced AB Mortgage Loan to the
extent set forth in the related Mortgage Loan documents and as provided in the related Intercreditor Agreement. As of the Closing
Date, there is no Serviced Subordinate Companion Loan related to the Trust.


 


“Serviced
Whole Loan”: Each of the Serviced Pari Passu Whole Loans and any Serviced AB Whole Loan. As of the Closing Date, there
is no Serviced Whole Loan related to the Trust.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan. As of the Closing Date, there is no Serviced Whole Loan Controlling Holder related
to the Trust.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan: (a) the applicable date set forth in the related
Intercreditor Agreement for remittances by the Master Servicer to the holder of such Serviced Companion Loan; or (b) if no such
date described in clause (a) is set forth in the related Intercreditor Agreement, the applicable remittance date, which shall
be (i) prior to contribution of such Serviced Companion Loan to an Other Securitization, the Remittance Date and (ii) following
contribution of such Serviced Companion Loan to an Other Securitization, the earlier of (A) Remittance Date or (B) the Business
Day immediately succeeding the “determination date” set forth in the related Other Pooling and Servicing Agreement,
provided, such Serviced Whole Loan Remittance Date shall not be earlier than the sixth (6th) day of any month.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Serviced Mortgage Loan (and any
related Serviced Companion Loan) in respect of which a default, delinquency or other unanticipated event has occurred or as to
which a default is reasonably foreseeable or (b) a Mortgaged Property securing a Serviced Mortgage Loan or a related REO
Property, including, in


 



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the case of each of such clause (a) and clause (b), but not limited to, (x) the
cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation,
restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition
of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property,
including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any
amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary,
“Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as
costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal
costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO
Property.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended
from time to time and which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan, Serviced Companion Loan and REO Loan, the fee payable to the Master Servicer
pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to (i) each Mortgage Loan and related REO Loan, a per annum rate equal to the sum of a
master servicing fee rate equal to 0.00250% plus the rate set forth on the Mortgage Loan Schedule under the heading “Primary
Servicing Fee Rate”, in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO
Loan in the same manner in which interest is calculated in respect of such loan, and (ii) each Serviced Companion Loan (including
any related portion of an REO Loan), the rate set forth on the Mortgage Loan Schedule with respect to the related Serviced Mortgage
Loan under the heading “Primary Servicing Fee Rate”, in each case computed on the basis of the Stated Principal Balance
of the related Serviced Companion Loan in the same manner in which interest is calculated in respect of such loan; provided,
that with respect to each Servicing Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, the Primary
Servicing Fee Rate with respect to such Mortgage Loan comprising a part of the related Servicing Fee Rate shall be 0% per annum (and
the amount of the reduction in the “Servicing Fee Rate” will instead be paid to the related Non-Serviced Master Servicer
as the Pari Passu Loan Primary Servicing Fee Rate).


 


“Servicing
File”: With respect to any Mortgage Loan, a photocopy of all items required to be included in the Mortgage File, together
with, without duplication, to the extent required to be (and actually) delivered to the applicable Mortgage Loan Seller or other
originator pursuant to the applicable Mortgage Loan documents, copies of the following items: the Mortgage Note, any Mortgage,
the Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, any insurance policies
or certificates (as applicable), any property inspection reports, any financial statements on the property, any escrow analysis,
any tax bills, any Appraisal, any environmental report, any engineering report, third-party management agreements, any asset summary,
financial information on the Mortgagor/sponsor and


 



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any guarantors, any letters of credit, any intercreditor agreement and any
environmental insurance policies.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator,
that is performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only
to 5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination in accordance with ARTICLE
XI or (ii) the Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of
the Exchange Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of
compliance with the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on
Exhibit GG hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator
in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Shift Control Note”: With respect to any Servicing Shift Whole Loan, the “Controlling Note” or other similar
term specified in the related Intercreditor Agreement. As of the Closing Date, each of the Rose Castle Apartments Controlling
Pari Passu Companion Loan and the Pacific Castle Portfolio Controlling Pari Passu Companion Loan will be a Servicing Shift Control
Note related to the Trust.


 


“Servicing
Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, the related Mortgage Loan included in the Trust.


 


“Servicing
Shift Securitization Date”: The date on which a Servicing Shift Control Note is included in a securitization trust.


 


“Servicing
Shift Whole Loan”: Any Whole Loan that is a Serviced Whole Loan on the Closing Date (the servicing of which is initially
governed by this Agreement) and on and after the related Servicing Shift Securitization Date, will become a Non-Serviced Whole
Loan (the servicing of which will be governed by the related Non-Serviced PSA). As of the Closing Date, the Servicing Shift Whole
Loans related to the Trust shall be the Rose Castle Apartments Whole Loan and the Pacific Castle Portfolio Whole Loan.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Serviced Mortgage Loan, or related Serviced Companion Loan, the occurrence of any
of the following events:


 






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(i)         with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall
have occurred at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Serviced Companion
Loan has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)        with respect to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent
and the related Mortgagor has not provided the Master Servicer (who shall promptly forward such written evidence to the Special
Servicer) or the Special Servicer, as of the related Maturity Date, written evidence from an institutional lender of such lender’s
binding commitment to refinance such Mortgage Loan or a signed purchase and sale agreement with respect to a sale of the Mortgaged
Property (in each case subject only to typical due diligence and closing conditions and, in the case of a purchase and sale agreement,
such agreement will include delivery of an acceptable deposit by the purchaser) in a manner consistent with CMBS market practices
and that is satisfactory in form and substance to the Master Servicer and the Special Servicer from an acceptable lender or purchaser
reasonably satisfactory to the Master Servicer and the Special Servicer (and the Master Servicer or Special Servicer, as applicable,
shall promptly forward such commitment or other similar refinancing documentation to the other such party), which provides that
such refinancing or sale will occur within one hundred-twenty (120) days of such related Maturity Date, provided that such
Mortgage Loan and any related Serviced Companion Loan, as applicable, will become a Specially Serviced Loan immediately (a) if,
in the judgment of the Special Servicer in accordance with the Servicing Standard, the related Mortgagor fails to diligently pursue
such refinancing or sale, or fails to satisfy any condition of such refinancing or sale, or the related Mortgagor fails to pay
any Assumed Scheduled Payment on the related Due Date (subject to any applicable Grace Period) at any time before the refinancing
or sale, (b) if such refinancing or sale does not occur within one hundred twenty (120) days of the related Maturity Date (or
within such shorter period as the refinancing or sale is scheduled to occur pursuant to the related refinancing documentation
or purchase agreement), or (c) the related refinancing documentation or purchase agreement is terminated before the refinancing
or sale is scheduled to occur; or


 


(iii)       any Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, prior to such Periodic Payment
becoming more than sixty (60) days delinquent, the holder of the related Companion Loan, if applicable, or, in the case of a Mortgage
Loan with mezzanine debt, subject to the terms and provisions of the related Intercreditor Agreement, the holder of the related
mezzanine debt, as applicable, cures such delinquency); or


 


(iv)       the Master Servicer or the Special Servicer (and, in the case of the Special Servicer unless a Control Termination Event has occurred
and is continuing (and subject to the DCH Limitations), with the consent of the Directing Certificateholder) makes a judgment
that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty
(60) days; or


 






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(v)        a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order was involuntary
and is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within
sixty (60) days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage
Loan (and any related Serviced Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing
Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed
to the Trust Fund by the Special Servicer); or


 


(vi)       the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)      the related Mortgagor shall (a) admit in writing its inability to pay its debts generally as they become due, (b) file a petition
to take advantage of any applicable insolvency or reorganization statute, (c) make an assignment for the benefit of its creditors,
or (d) voluntarily suspend payment of its obligations; or


 


(viii)     a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, unless a
Control Termination Event has occurred and is continuing (and subject to the DCH Limitations), with the consent of the Directing
Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect the interests of the Certificateholders
(and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole
(taking into account the pari passu nature of any Serviced Pari Passu Companion Loan and the subordinate nature of any
Serviced Subordinate Companion Loans, as the case may be), has occurred and remained unremedied for the applicable Grace Period
specified in the related Mortgage Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance
if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable
of cure, sixty (60) days); or


 


(ix)        the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than
the Mortgage on the related Mortgaged Property; or


 


(x)         the Master Servicer or Special Servicer (in the case of the Special Servicer, unless a Control Termination Event has occurred
and is continuing (and subject to the DCH Limitations), with the consent of the Directing Certificateholder) determines that (i) a
default (other than as described in clause (iv) above) under a Mortgage Loan or related 


 



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Serviced Companion Loan is
imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property
as security for the Mortgage Loan and related Serviced Companion Loan (if any) or otherwise materially adversely affect the interests
of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder),
as a collective whole (taking into account the pari passu nature of any Serviced Pari Passu Companion Loan and the subordinate
nature of any Serviced Subordinate Companion Loans, as the case may be), and (iii) the default will continue unremedied for
the applicable cure period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable, or, if no cure
period is specified and the default is capable of being cured, for sixty (60) days (provided that such 60-day grace period
does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of
the Mortgage Loan or related Serviced Companion Loan, as applicable; provided that any determination that a Servicing Transfer
Event has occurred under this clause (x) with respect to any Mortgage Loan or related Serviced Companion Loan, as
applicable, solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained
insurance coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer (with, unless
a Control Termination Event has occurred and is continuing (and subject to the DCH Limitations), the consent of the Directing
Certificateholder);


 


provided that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA.


 


For
the avoidance of doubt, with respect to clauses (iii), (iv), (vii)(a), (viii) and (x) above, neither (A) a Payment Accommodation
with respect to any Mortgage Loan or Serviced Whole Loan nor (B) any default or delinquency that would have existed but for such
Payment Accommodation will constitute a Servicing Transfer Event, for so long as the related borrower is complying with the terms
of such Payment Accommodation.


 


In
addition, if the Special Servicer is processing a Payment Accommodation and an event described in clauses (iii), (iv), (vii)(a),
(viii) and (x) above occurs, the Special Servicer shall be permitted, but not required, to make a determination to complete the
Payment Accommodation, in which case no Servicing Transfer Event shall occur with respect to the applicable Mortgage Loan only
if, and for so long as, the related Mortgagor is complying with the terms of such Payment Accommodation.


 


“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 Distribution Date (or, with respect to any Serviced Companion
Loan securitized pursuant to an Other Pooling and Servicing Agreement, the “distribution date” or other analogous


 



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term defined under such Other Pooling and Servicing Agreement) occurring on or immediately following the date on which financial
statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


 


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


 


“Similar
Law”: As defined in Section 5.03(m).


 


“Sole
Certificateholder”: Any Certificate Owner of Book-Entry Certificates or Holder of Definitive Certificates (or one or
more such Certificate Owners and/or Holders acting in unanimity), which Certificates represent 100% of the then-outstanding Class
X-F, Class X-G, Class F, Class G and Class H-RR Certificates; provided, that the Certificate Balances of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates and the Class A-4, Class A-5, Class A-S, Class B and Class
C Upper-Tier Regular Interests have been reduced to zero.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Serviced Mortgage Loans (other than any Excluded Special Servicer Loan) and
the Serviced Companion Loans, LNR Partners, LLC, and its successors in interest and assigns, or any successor special servicer
appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed
pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require.


 


“Special
Servicer Decision”: Any of the following with respect to a Serviced Mortgage Loan or Serviced Whole Loan that is not
otherwise a Major Decision:


 


(a)        approving
or denying leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements
or other similar agreements for all leases (other than, in each case, Ground Leases) in excess of the lesser of (y) 30,000
square feet and (z) 30% of the net rentable area at the related Mortgaged Property;


 


(b)        approving
annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x
(to the extent lender approval is required under the related Mortgage Loan documents) with material (more than 10%) increases
in operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor
(excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);


 


(c)        any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit, in each case,
held as “performance”, “earn-out” or “holdback” escrows or reserves, including the funding
or disbursement of any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties specifically identified
on Schedule 3 to this Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which
the satisfaction of


 



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performance related criteria is not required pursuant to the terms of the related Mortgage Loan documents
(for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves,
lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with
the Mortgage Loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special
Servicer, shall not constitute a Special Servicer Decision);


 


(d)        any
requests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced
Whole Loan other than: (i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged
Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan or Serviced Whole Loan; (ii)
the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral; (iii) the acceptance
of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a defeasance;
or (iv) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material
portion of the Mortgaged Property;


 


(e)        approving
any transfer of an interest in the Mortgagor under a Serviced Mortgage Loan or an assumption agreement, unless such transfer or
assumption (i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval
or discretion other than confirming the satisfaction of the conditions to the transfer or assumption set forth in the related
Mortgage Loan documents that do not include lender approval or the exercise of lender discretion, including a consent to transfer
or assumption to any subsidiary or affiliate of such Mortgagor or to a Person acquiring less than a majority interest in such
Mortgagor and (ii) does not involve incurring new mezzanine financing or a change in control of the Mortgagor;


 


(f)         requests
to incur additional debt in accordance with the terms of the related Mortgage Loan documents;


 


(g)        approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


(h)        approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments
with respect to the related Mortgage Loan;


 


(i)         agreeing
to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if
such proposed modification, waiver, consent or amendment is with respect to (A) a waiver of a Mortgage Loan event of default (but
excluding non-monetary events of default other than defaults relating to transfers of interest in the borrower or the existing
collateral or material modifications of the existing collateral), (B) a modification of the type of defeasance collateral required
under the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United
States of America would


 



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be permitted or (C) a modification that would permit a principal prepayment instead of defeasance if the
related Mortgage Loan documents do not otherwise permit such principal prepayment; and


 


(j)         determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease (and in any such case, the Master Servicer will be required
to provide the Special Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where
the collateral for the Mortgage Loan is the Ground Lease).


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and Serviced REO Loan, the fee payable to the Special Servicer
pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each Serviced REO Loan on a loan-by-loan basis,
either (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including
any REO Loan) and any related Serviced Companion Loan, as applicable, in the same manner as interest is calculated on such Specially
Serviced Loan; or (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than
$3,500, in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or Serviced REO
Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with
respect to such Specially Serviced Loan or Serviced REO Loan.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Starwood”:
As defined in Section 3.18(i).


 


“Starwood
Lender Successor Borrower Right”: As defined in Section 3.18(i).


 


“Starwood
Loans”: As defined in Section 3.18(i).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of
substitution, whether or not received) minus (y) the sum of:


 


(i)           the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor
on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of


 



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determination
or advanced by the Master Servicer as of the most recent Distribution Date coinciding with or preceding such date of determination;


 


(ii)          all Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution) and on or prior to the Determination Date for the most
recent Distribution Date coinciding with or preceding such date of determination;


 


(iii)         the principal portion of all Insurance and Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage
Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, after the Due Date in the related month of
substitution) and on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such
date of determination; and


 


(iv)        any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred after the Cut-off Date (or, in the
case of a Qualified Substitute Mortgage Loan, after the Due Date in the related month of substitution) and on or prior to the
Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the
Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the
sum of:


 


(i)          the principal portion of any P&I Advance made with respect to such REO Loan as of the most recent Distribution Date coinciding
with or preceding such date of determination; and


 


(ii)         the principal portion of all Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues received with respect
to such REO Loan on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such
date of determination.


 


Notwithstanding
anything herein to the contrary, if a Mortgage Loan or REO Loan is paid in full or the Mortgage Loan or REO Loan (or any REO Property)
is otherwise liquidated, then as of the first Distribution Date that relates to the first Determination Date coinciding with or
following to the date of such event, and notwithstanding that a loss may have occurred in connection with any liquidation, the
Stated Principal Balance of the Mortgage Loan or REO Loan will be zero.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are


 



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received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan, as applicable, on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related
Intercreditor Agreement.


 


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


 


“Subject
Loans”: As defined in Section 12.02(a).


 


“Subordinate
Certificate”: Any Class A-S Exchangeable Certificate, Class B Exchangeable Certificate, Class C Exchangeable
Certificate or Class D, Class E, Class F, Class G or Class H-RR Certificate.


 


“Subordinate
Companion Loan”: Any Serviced Subordinate Companion Loan or Non-Serviced Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the
excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated
Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and
interest due during or prior to the month of substitution.


 






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“Surviving
Entity”: As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective
classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue
Service Form 1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and
all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State
and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“Threshold
Event Collateral”: With respect to any Serviced AB Whole Loan, any additional collateral posted by the holder of the
related Serviced Subordinate Companion Loan under the related Intercreditor Agreement so as to enable such holder to remain the
“Controlling Holder” (or other analogous term) under the related Intercreditor Agreement with respect to such Serviced
AB Whole Loan as and to the extent provided for in the related Intercreditor Agreement.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Morgan Stanley Capital I Trust 2022-L8”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan


 



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acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein),
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein);
(x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the
Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than any interest earned
on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset
of the Trust Fund.


 


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


 


“Trust-Related
Litigation”: As defined in Section 3.31(a).


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided (including, as applicable, any agents or affiliates utilized thereby).


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underlying
Class(es)”: With respect to each Class of Class X Certificates, Exchangeable IO Certificates and Exchangeable IO Upper-Tier
Regular Interests, the Class(es) of Principal Balance Certificates or Upper-Tier Regular Interests set forth in the table below
whose Certificate Balance(s) comprise the Notional Amount of such Class of Class X Certificates, Class of Exchangeable IO Certificates
or Exchangeable IO Upper-Tier Regular Interest, as applicable.


 






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	Class
of Certificates or Exchangeable IO Upper-Tier Regular Interest 
	Underlying
Class(es) of Certificates or Upper-Tier Regular Interests 

	Class
    X-A Certificates	Class
    A-1, Class A-2, Class A-3 and Class A-SB Certificates and Class A-4 and Class A-5 Upper-Tier Regular Interests
	Class
    X-D Certificates	Class
    D and Class E Certificates
	Class
    X-F Certificates	Class
    F Certificates
	Class
    X-G Certificates	Class
    G Certificates
	Class
    A-4-X1 Certificates	Class
    A-4-1 Certificates
	Class
    A-4-X2 Certificates	Class
    A-4-2 Certificates
	Class
    A-4-X1 Upper-Tier Regular Interest	Class
    A-4 Upper-Tier Regular Interest
	Class
    A-4-X2 Upper-Tier Regular Interest	Class
    A-4 Upper-Tier Regular Interest
	Class
    A-5-X1 Certificates	Class
    A-5-1 Certificates
	Class
    A-5-X2 Certificates	Class
    A-5-2 Certificates
	Class
    A-5-X1 Upper-Tier Regular Interest	Class
    A-5 Upper-Tier Regular Interest
	Class
    A-5-X2 Upper-Tier Regular Interest	Class
    A-5 Upper-Tier Regular Interest
	Class
    A-S-X1 Certificates	Class
    A-S-1 Certificates
	Class
    A-S-X2 Certificates	Class
    A-S-2 Certificates
	Class
    A-S-X1 Upper-Tier Regular Interest	Class
    A-S Upper-Tier Regular Interest
	Class
    A-S-X2 Upper-Tier Regular Interest	Class
    A-S Upper-Tier Regular Interest
	Class
    B-X1 Certificates	Class
    B-1 Certificates
	Class
    B-X2 Certificates	Class
    B-2 Certificates
	Class
    B-X1 Upper-Tier Regular Interest	Class
    B Upper-Tier Regular Interest
	Class
    B-X2 Upper-Tier Regular Interest	Class
    B Upper-Tier Regular Interest
	Class
    C-X1 Certificates	Class
    C-1 Certificates
	Class
    C-X2 Certificates	Class
    C-2 Certificates
	Class
    C-X1 Upper-Tier Regular Interest	Class
    C Upper-Tier Regular Interest
	Class
    C-X2 Upper-Tier Regular Interest	Class
    C Upper-Tier Regular Interest


 


“Underwriters”:
Morgan Stanley & Co. LLC, BMO Capital Markets Corp., AmeriVet Securities, Inc. and Bancroft Capital, LLC.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance
was made.


 






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“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following to the extent
not included in the Unscheduled Principal Distribution Amount for any prior Distribution Date: (a) all Principal Prepayments
received on such Mortgage Loan on or prior to the Determination Date; (b) the principal portions of all Liquidation Proceeds,
Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees and Workout Fees payable in respect of the
related Mortgage Loan as of the date of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent
that such amount was transferred into the Collection Account during the related Collection Period, accrued interest on Advances
and other additional expenses of the Trust incurred in connection with the related Mortgage Loan and payable as of the date of
receipt of such proceeds) and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or
prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery
of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date;
and (c) the principal portion of any Balloon Payments received after the related Determination Date but on or prior to the related
Remittance Date that are deemed received during the related Collection Period for such Distribution Date in accordance with the
penultimate paragraph of Section 3.05(a).


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
Regular Interests”: As defined in the Preliminary Statement.


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Computershare Trust Company, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan
Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


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


 






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“Visions
Hotel Portfolio III Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 4, 2022, by and between
the holders of the respective promissory notes evidencing the Visions Hotel Portfolio III Whole Loan, relating to the relative
rights of such holders of the Visions Hotel Portfolio III Whole Loan, as the same may be amended in accordance with the terms
thereof.


 


“Visions
Hotel Portfolio III Mortgage Loan”: With respect to the Visions Hotel Portfolio III Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is evidenced by the related
promissory note A-1, and is pari passu in right of payment with the Visions Hotel Portfolio III Serviced Pari Passu Companion
Loan to the extent set forth in the Visions Hotel Portfolio III Intercreditor Agreement.


 


“Visions
Hotel Portfolio III Mortgaged Property”: The portfolio of Mortgaged Properties that secures the Visions Hotel Portfolio
III Whole Loan.


 


“Visions
Hotel Portfolio III Serviced Pari Passu Companion Loan”: With respect to the Visions Hotel Portfolio III Whole Loan,
as of the Closing Date, the pari passu companion loan evidenced by the related promissory note A-2 made by the related Mortgagor
and secured by the Mortgage on the Visions Hotel Portfolio III Mortgaged Property, which is not included in the Trust and which
is pari passu in right of payment to the Visions Hotel Portfolio III Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the Visions Hotel Portfolio III Intercreditor Agreement.


 


“Visions
Hotel Portfolio III Whole Loan”: The Visions Hotel Portfolio III Mortgage Loan, together with the Visions Hotel Portfolio
III Serviced Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Visions Hotel Portfolio III Mortgaged
Property. References herein to the Visions Hotel Portfolio III Whole Loan shall be construed to refer to the aggregate indebtedness
under the Visions Hotel Portfolio III Mortgage Loan and the Visions Hotel Portfolio III Serviced Pari Passu Companion Loan.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata among the respective Classes thereof based
upon their respective Notional Amounts as of the date of determination) and (ii) in the case of any Class of Principal Balance
Certificates, a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance
of such Class determined as of the prior Determination Date, and the denominator of which is equal to the aggregate of the Certificate
Balances of all Classes of Principal Balance Certificates, each determined as of the prior Determination Date (and solely in connection
with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating
Advisor pursuant to Section 3.26(j), such numerator and denominator shall take into account any notional reduction in the
Certificate Balance of any Class of Principal Balance Certificates for Cumulative Appraisal Reduction Amounts allocated to such
Class). The Voting Rights of any Class of Certificates are required to be allocated among Certificateholders of such Class in
proportion to their respective Percentage Interests. None of the Exchangeable IO Certificates or the Class V or Class R
Certificates will be entitled to any Voting Rights.


 






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“VRR
Interest”: An “eligible vertical interest” (as defined in the Credit Risk Retention Rules) representing
4.130% of the Certificate Balance, Notional Amount or Percentage Interest, as applicable, of each Class of Upper-Tier Regular
Interests.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans as of the first day of the related Collection Period, weighted on the basis of their respective Stated
Principal Balances immediately following the preceding Distribution Date (or, in the case of the initial Distribution Date, as
of the Closing Date).


 


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


 


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


 


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


 


“Whole
Loan”: Any of the Constitution Center Whole Loan, the ExchangeRight Net Leased Portfolio #54 Whole Loan, the Rose Castle
Apartments Whole Loan, the 601 Lexington Avenue Whole Loan, the 26 Broadway Whole Loan, the Midtown Square Whole Loan, the Coleman
Highline Phase IV Whole Loan, the Visions Hotel Portfolio III Whole Loan, the ILPT Logistics Portfolio Whole Loan, the Bedrock
Portfolio Whole Loan, the Pacific Castle Portfolio Whole Loan and the NYC MFRT Portfolio Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on
or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c) at a rate equal to the Workout Fee Rate applied to each collection of interest and principal (including scheduled payments,
prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect
shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding
any amount for which a Liquidation Fee would be paid, late payment charges, Default Interest and Excess Interest) received on
a Specially Serviced Loan that


 



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becomes a Corrected Loan for so long as it remains a Corrected Loan, pursuant to Section 3.11(c)
of this Agreement; provided, that in no event shall the Workout Fee exceed $1,000,000, in the aggregate with respect
to any particular workout of a Mortgage Loan (together with any related Serviced Companion Loan) that is a Specially Serviced
Loan; provided, further, that after receipt by the Special Servicer of Workout Fees with respect to a Corrected
Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee
Amount; provided, further, that in the event the Workout Fee collected over the course of such workout calculated
at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment
on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable
to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000.


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a rate equal to 1.00%.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section
1.02        Certain Calculations. Unless otherwise specified herein, for purposes of
determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, the following provisions
shall apply:


 


(i)         All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)        Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Special Servicer; provided, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan, on which interest accrues.


 


(iii)       Any reference to the Certificate Balance of any Class of Principal Balance Certificates or Exchangeable Upper-Tier P&I Regular
Interest on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates
or Exchangeable Upper-Tier P&I Regular Interest on such Distribution Date after giving effect to (a) any distributions
made on such Distribution Date pursuant to Section 4.01(a) and (c), (b) any Realized Losses allocated to such
Class of Principal Balance Certificates or Exchangeable Upper-Tier P&I Regular Interest on that Distribution Date pursuant
to


 



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Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon)
that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the
Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates or Exchangeable
Upper-Tier P&I Regular Interest, and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)       Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect to
a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate equal to (a) for
principal and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the Special Servicer of
a Defaulted Loan, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that
approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor
as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based
on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for
all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or
update of such Appraisal) of the related Mortgaged Property.


 


(v)        Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import
shall be construed to mean, for any Serviced Mortgage Loan that is part of a Serviced Whole Loan, an expense that shall be applied
in accordance with the related Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement,
then, to the extent such Intercreditor Agreement refers to this Agreement for the application of trust fund expenses or such Intercreditor
Agreement does not prohibit the following application of trust fund expenses (i) with respect to any Serviced Pari Passu
Whole Loan, pro rata and pari passu, to the Trust and to the related Serviced Pari Passu Companion Loans in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loans or (ii) with respect to any Serviced AB Whole Loan, first, to the related Serviced Subordinate Companion Loan
and then, pro rata and pari passu, to the Trust and to the related Serviced Pari Passu Companion Loans in
accordance with the respective Stated Principal Balances of the related Serviced AB Mortgage Loan and Serviced Pari Passu Companion
Loans.


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01        Conveyance of Mortgage Loans. (a)  The Depositor, concurrently
with the execution and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell,
transfer and convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as
holder of the Lower-Tier Regular Interests) all the


 



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right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule;
(ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee
pursuant to Section 14 thereof (and are so assigned hereunder); (iii) the Depositor’s rights under any Intercreditor
Agreement and, if applicable, the related Non-Serviced PSA or Other Pooling and Servicing Agreement with respect to any Mortgage
Loan that is part of a Whole Loan; and (iv) all other assets included or to be included in the Lower-Tier REMIC or the Grantor
Trust and, with respect to the Exchangeable Certificates, each of the Exchangeable Upper-Tier Regular Interests (in each case,
other than (v) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (w) prepayments
of principal collected on or before the Cut-off Date; (x) with respect to those Mortgage Loans that were closed in May 2022
but have their first Due Date after May 2022, any interest amounts relating to the period prior to the Cut-off Date; and (y) any
Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Assets”).
The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section
13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of the Depositor’s
rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14
thereof it is intended that the Trustee get the benefit of Sections 1, 2, 4.1 (other than clause 4.1.7 and clause 4.1.14), 5,
9, 10, 11, 12, 13, and 15 thereof, in connection with any exercise of rights under the assigned sections, and the Depositor shall
use its best efforts to make available to the Trustee the benefits of such sections in connection therewith.


 


(b)        In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing
Date, the documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii)
of the definition of “Mortgage File” (provided, that if any such document (other than a document specified in clause
(i) of the definition of “Mortgage File”) is not available on the Closing Date, it shall be delivered to the Custodian
in accordance with clause (B) below) and (B) on or before the date that is 45 days following the Closing Date (or such later date
as may be provided under Sections 2.01(b) or (c) hereof with respect to any item), the remainder of the Mortgage
File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date
(which delivery shall be subject to the penultimate paragraph of the definition of “Mortgage File”), any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Section 2.01(b) or Section 2.01(c)
of this Agreement (other than amounts from reserve accounts (which shall be delivered in accordance with Section 2.01(f)
of this Agreement) and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage
Loan, and to take such other actions and pay such costs with respect to the Mortgage Loans as may be contemplated to be taken
or paid by the applicable Mortgage Loan Seller under Sections 2.01(b) and (c) hereof. If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred
to in clauses (ii), (iii), (v), (vi) and/or (ix) of the definition of “Mortgage
File” with evidence of filing or recording thereon, solely because of a delay caused by the public filing or recording office
where such document or instrument has been delivered, or will be delivered within the forty-five (45) day period following the
Closing Date, for filing or recordation, the


 



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delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File,
if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing
or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy
of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian within such forty-five
(45) day period, and such delivery requirements shall be deemed satisfied in full if either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable
title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition
of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording), with evidence
of filing or recording thereon, is delivered to the Custodian within one hundred eighty (180) days of the Closing Date (or within
such longer period (not to exceed eighteen (18) months) after the Closing Date as the Custodian shall consent to, which consent
shall not be unreasonably withheld as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and
the Custodian no less often than every ninety (90) days following such one hundred eighty (180) day period after the Closing Date,
attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or
photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage
Loan, any of the documents and/or instruments referred to in clauses (ii), (iii), (v), (vi) and/or (ix)
of the definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded
or filed), for any other reason, including, without limitation, that such non-delivered document or instrument has been lost or
destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall
be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with
evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title
insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian
on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any
Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable
Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording,
if applicable) any one of the assignments in favor of the Trustee referred to in clause (iv) or clause (vi)
of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as
to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to
such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form
or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after
the Closing Date (or within such longer


 



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period, not to exceed eighteen (18) months, which the Custodian shall consent to so long
as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety
(90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate
public filing office or county recorder’s office the applicable filing or recording information as to the related document
or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such
assignments shall be subject to the penultimate paragraph of the definition of “Mortgage File” herein. As to any Mortgage
Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments
in favor of the Trustee referred to in clause (iv) or clause (vi) of the definition of “Mortgage
File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such
Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording
or filing information not yet available) to be sent for recording or filing; provided that an original or copy of such
assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated
by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to the delivery of
a letter of credit in the manner described in clause (A) of clause (xii) of the definition of “Mortgage File”,
the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer within ten (10) Business Days following
the Closing Date (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of registered holders of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
2022-L8”), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to
the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to
the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw on
such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan
documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b) by delivering to the Custodian within ten (10) Business Days following
the Closing Date with respect to any such letter(s) of credit a copy of such letter of credit, the transfer documentation and
such transmittal communication to the issuing bank indicating that such document has been delivered to the issuing bank for reissuance.
If a letter of credit is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the
Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan
Seller shall deliver copies of the appropriate transfer or assignment documents to the Custodian promptly following receipt of
written notification thereof. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
transfer fee required in order to transfer the beneficiary’s interest from such Mortgage Loan Seller to Master Servicer
on behalf of the Trust as required hereunder and shall cooperate with the reasonable requests of the Master Servicer in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is reissued to the Master Servicer
on behalf of the Trust. Regardless of the manner of delivery, the related Mortgage Loan Seller shall, pursuant to the related
Mortgage Loan Purchase Agreement, indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from
the


 



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failure of such Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including the right and
power to draw on the letter of credit.


 


(c)        Except in the case of a Non-Serviced Mortgage Loan, and subject to the definition of “Mortgage File” in the case of
a Servicing Shift Mortgage Loan, the related Mortgage Loan Seller shall, at its sole cost and expense, cause each Assignment of
Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and each, individually, an “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable
Mortgage Loan Purchase Agreement to be prepared in proper form for filing or recording, as applicable, and promptly (and in any
event within one hundred twenty (120) days after the later of the Closing Date and Seller’s actual receipt of the related
documents and the necessary recording and filing information) submit such Assignments for filing or recording, as the case may
be, in the applicable public filing or recording office. On the Closing Date, the applicable Mortgage Loan Seller may deliver
one (1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as
provided in Section 2.01(b). Each such Assignment submitted for recording shall reflect that it (or a certified copy thereof)
should be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related
Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any
such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof,
and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian
to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument
is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded
or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein,
on or about one hundred eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare,
at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller
or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or
filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording
or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue
such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense,
and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense
of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records
of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a
copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment
cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the
Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall cause (and pay the expenses for) the preparation of, and execute, replacement Assignments
for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the
Custodian, fail to appear of record and must be resubmitted. Notwithstanding the fact that such Assignments of Mortgages, assignments
of Assignments of Leases (to the extent separate from the Assignments of Mortgages) and


 



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assignments of UCC financing statements
shall name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree that for
all purposes each Mortgage Loan shall be deemed to have been transferred from the applicable Mortgage Loan Seller to the Depositor,
and all Mortgage Loans shall be deemed to have been transferred from the Depositor to the Trustee on behalf of the Certificateholders.


 


(d)        All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
related Mortgage File (to the extent not already delivered or made available to the Master Servicer) shall be delivered by the
Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and
shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder
of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder, provided, that with respect
to the Mortgage File, if any document required to be contained therein is not available on the date that is five (5) Business
Days after the Closing Date, such document shall be delivered to the Master Servicer on or before the date such document is required
to be delivered to the Custodian pursuant to subsection (b) above. Such documents and records shall be any documents and records
(with the exception of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing
File and shall include, with respect to any Whole Loan, a copy of the Mortgage Note evidencing each related Companion Loan.


 


(e)        In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)         The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 


(g)        With respect to the Mortgage Loans secured by the Mortgaged Properties listed on Schedule 4 hereto, which are each subject
to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to
or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the


 



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Certificateholders
or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing
comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller
or its designee shall provide any such required notice or make any such required request to the related franchisor (with a copy
of such notice or request to the Master Servicer and the Special Servicer) within forty-five (45) days of the Closing Date (or
any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in accordance
with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter).


 


(h)        Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence File for each of its Mortgage Loans to the Depositor by uploading such Diligence
File to the IntraLinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via e-mail
to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate addressed to the Depositor and signed
by an authorized officer of the applicable Mortgage Loan Seller certifying that the electronic copies of the documents uploaded
to the IntraLinks Site constitute all documents required under the definition of “Diligence File” and such Diligence
Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and
Mortgage Loan Seller (the “Diligence File Certification”).


 


(i)         Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be
limited to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With
respect to a Joint Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of
the related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided that
either of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered
with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable
Mortgage Loan Sellers.


 


(j)         Within three (3) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File in both XML format
and Excel compatible format, the Initial Schedule AL Additional File in both XML format and Excel compatible format and the Annex
A-1 to the Prospectus in EDGAR-Compatible Format to the Master Servicer at the following e-mail address: NoticeAdmin@midlandls.com.


 


(k)        Notwithstanding anything else in this Agreement, the parties agree that the trust established under this Agreement will be treated
as a bare trust for Canadian federal income tax purposes. For the avoidance of doubt, neither the Trustee nor the Certificate
Administrator shall be responsible for any Canadian tax administration.


 






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Section
2.02        Acceptance by Trustee. (a)  The Trustee, by the execution and
delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section
2.01, in good faith and without notice of any adverse claim, of the applicable documents specified in clause (i),
(ii), (vii), (viii), (x) and (xii) of the definition of “Mortgage File” with respect
to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or the Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan
Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders
and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the benefit of the
Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause
the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with
a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements
of Section 2.01 and of this Section 2.02.


 


(b)        On the Closing Date in respect of the Initial Certification, and within sixty (60) days after the Closing Date in respect
of the Final Certification (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the Due
Date in the month of substitution), the Custodian, shall examine the Mortgage Files in its possession and shall deliver to the
Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and subject to the DCH Limitations), the Trustee, the Certificate Administrator, the
Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) a certification (the “Initial Certification”
and the “Final Certification”, respectively, in the respective forms set forth as Exhibit Q-1 and Exhibit
Q-2 hereto), that, except as specifically identified in any exception report annexed to such writing (the applicable “Custodial
Exception Report”), (i) with respect to the Initial Certification, (A) subject to the final proviso of the definition
of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i), (ii),
(vii), (viii), (x) and (xii) of the definition of “Mortgage File” are in its possession,
(B) the documents listed in clause (A) have been reviewed by the Custodian and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as provided in clause (i)
of the definition of “Mortgage File”, and (ii) with respect to the Final Certification, (A) subject to the
final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified
in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x) and (xii)
of the definition of “Mortgage File” required to be included in the Mortgage File (to the extent required to be
delivered pursuant to this Agreement), and with respect to all documents specified in the other clauses of the definition of “Mortgage
File” to the extent known by a Responsible Officer of the Custodian (on the Trustee’s behalf) to be required pursuant
to this Agreement, are in its possession, (B) the documents listed in clause (A) have been reviewed by the Custodian
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, (C) based on such examination
and only as to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity date, the street address (excluding
zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects
the information contained in the documents in the Mortgage File, and (D) each Mortgage Note has been endorsed


 



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as provided in clause
(i) of the definition of “Mortgage File”. With respect to each Mortgage Loan listed on a Custodial Exception Report,
the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably
acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but
never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have
not been returned by the filing office or the recorder’s office).


 


(c)        The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q-2, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder (so long
as no Consultation Termination Event shall have occurred and be continuing) and the applicable Mortgage Loan Seller (as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a Liquidation Event has occurred)
or any related Mortgage Loan specifically identified in any exception report annexed to such writing) that, (i) subject to
the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified
in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x) and (xii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, (iii) based on such examination and only as to the Mortgage
Note and Mortgage, the related Mortgage Rate and stated maturity date, the street address (excluding zip code) of the Mortgaged
Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the information contained in
the documents in the Mortgage File, and (iv) each Mortgage Note has been endorsed as provided in clause (i) of the definition
of “Mortgage File”.


 


(d)        Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material
Defect in any of the documents specified in clauses (ii) through (vi) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (prior to the occurrence and continuance of a Control Termination Event and subject
to the DCH Limitations), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during
the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting
for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account
(which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan
(in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with
a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the
date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the related
Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit)
to the related Mortgage Loan Seller, or (ii) until same are applied to


 



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the Purchase Price (or the Substitution Shortfall
Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related
Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the Master Servicer or the Special Servicer
certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable
judgment that the document with respect to which such Material Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required
to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions
of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided, that such Mortgage
Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to
repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable filing
or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing
in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution,
and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with
this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the
proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount,
if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned
to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Account
shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds
shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from
the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage
Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)        It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (iii), (x), (xi), (xii), (xiv), (xv)
and (xvii) of the definition of “Mortgage File” exist or are required to be delivered by the Depositor,
the Mortgage Loan Sellers or any other Person or (ii) to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized,
sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they
are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related 


 



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Mortgage File should include one state level UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)         If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File and required to be delivered or caused to be delivered by the applicable Mortgage Loan Seller (1) not
to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b) and 2.01(c),
not to have been delivered, (3) to contain information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in
a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and
have not been returned by the recorder’s office or filing office).


 


(g)        If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any
Person for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with
a Repurchase Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable,
to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to
such 15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such
15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the
Master Servicer or Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which
may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next
Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1
Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller)
and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 






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Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request
is received by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the
Repurchase Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in
the 15Ga-1 Repurchase Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement
from the Repurchase Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their
respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and
any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient
and (B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed
to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to
the related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a
15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and
Servicing Agreement relating to the Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
2022-L8 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1
Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase
Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this
Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision,
be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review
of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer
or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 






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In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify
the Depositor of such repurchase or replacement.


 


The
parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2 of the related Mortgage Loan Purchase
Agreement to deliver, on or prior to the fifth (5th) Business Day after the Closing Date, at its expense, to the Custodian five
(5) limited powers of attorney substantially in the form attached as Exhibit 4 thereto in favor of the Custodian (on behalf of
the Trustee), the Master Servicer and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event
of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer, to sign
and/or submit, or to cause the Custodian to sign and/or submit for recording, at the expense of Seller, any mortgage loan documents
required to be recorded as described in Section 2.01 of this Agreement and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee (or the Custodian on its behalf)). Each Mortgage Loan Seller has agreed to reasonably cooperate with the Custodian,
the Trustee, the Master Servicer and the Special Servicer in connection with any additional powers of attorney or revisions thereto
that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence
of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier
of (i) the date that is one hundred eighty (180) days following the delivery of notice of such absence to the Mortgage Loan Seller,
but in no event earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced Loan. The Custodian, the Master Servicer or the Special Servicer, as applicable, shall submit such
documents for recording, at the related Mortgage Loan Seller’s expense, after the periods set forth above, provided, the
Custodian, the Master Servicer or the Special Servicer, as applicable, shall not submit such assignments for recording if the
related Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording
and certifies that such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


Section
2.03        Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’
Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties.
(a)  The Depositor hereby represents and warrants that:


 


(i)         The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 






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(ii)        Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of
the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)       The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)       There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any
court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)        The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the
Mortgage Loans have been validly transferred to the Trust.


 


(b)        After receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller
cure the Material Defect on or before the end of the Initial Cure Period or, if applicable, the Extended Cure Period or repurchase
the Mortgage Loan within such period in the event the Material Defect cannot be cured or is not cured. The Mortgage Loan Seller
is obligated under the related Mortgage Loan Purchase Agreement, (i) in the case of a Material Defect other than a Qualified
Mortgage Material Defect, not later than ninety (90) days after the applicable Mortgage Loan Seller’s receipt of notice
of such Material Defect from any party to this Agreement or (ii) in the case of a Qualified Mortgage Material Defect, not later
than eighty-five (85) days after the earlier of (x) the discovery by the related Mortgage Loan Seller or any party to this Agreement
of such Material Defect and (y) receipt of notice of such Material Defect from any party to this Agreement (such ninety (90) or
eighty-five (85) day period, as applicable, the “Initial Cure Period”), (A) cure such Material Defect
in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable
additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage
Loan or successor REO Loan (or, in the case of any Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest
thereof) at the applicable


 



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Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement
or (C) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan or successor REO Loan (or, in the
case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (provided that (x) such
affected Mortgage Loan or successor REO Loan was not itself a Qualified Substitute Mortgage Loan and (y) in no event shall any
such substitution occur on or after the second (2nd) anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement; provided, that except with respect to a Material Defect resulting
solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen
(18) months following the Closing Date, and except with respect to a Qualified Mortgage Material Defect, if such Material Defect
is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan
Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional
ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or successor REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller
Percentage Interest thereof) or substitute a Qualified Substitute Mortgage Loan) and provided, further, that with
respect to such Extended Cure Period the applicable Mortgage Loan Seller is required to deliver a copy of an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (prior to the occurrence of a Consultation
Termination Event and subject to the DCH Limitations) the Directing Certificateholder, setting forth the reason such Material
Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing
in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect
will be cured within the Extended Cure Period; provided, further, that, if any such Material Defect is not cured
after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the applicable Mortgage Loan Seller
to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee,
the Master Servicer, the Special Servicer and the Certificate Administrator no less frequently than every thirty (30) days thereafter
that the Material Defect is still in effect solely because of its failure to have received the recorded document and that the
Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). If the affected
Mortgage Loan is to be repurchased, funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller,
together with the portion of the Asset Representations Reviewer Asset Review Fees attributable to the Asset Review with respect
to such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof),
shall be remitted by such Mortgage Loan Seller by wire transfer to the Master Servicer for deposit into the Collection Account.
In the event the Special Servicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan under
this Section 2.03(b), within five (5) days of request by the Special Servicer,


 



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the Master Servicer shall deliver a copy
of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, agrees to a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special
Servicer on behalf of the Trust (and, prior to the occurrence of a Control Termination Event and subject to the DCH Limitations,
with the consent of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”) with respect
to such Mortgage Loan, the amount of such Loss of Value Payment shall be remitted by wire transfer to the Special Servicer for
deposit into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. In connection
with any Loss of Value Payment with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the
Special Servicer, but in any event within the time frames and in the manner provided in Section 3.19 (as if such Mortgage
Loan were subject to a Servicing Transfer Event), with the Servicing File and all information, documents and records relating
to such Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise reasonably available to the Master Servicer, and reasonably required by the Special Servicer to permit the Special
Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were
subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to
the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable
to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the
sole remedy available to the Certificateholders and the Trust regarding the related Material Defect in lieu of any obligation
of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan
based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided that (i) prior
to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Special Servicer,
as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the
affected Mortgage Loan; and (iii) a Qualified Mortgage Material Defect may not be cured by a Loss of Value Payment.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable
cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the
reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and
(ii) the amount of any fees payable pursuant to Section 12.02(b) to the extent not previously paid by the Mortgage
Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided, that


 



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if the
Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage
Interest of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed by such Mortgage Loan
Seller. Subject to the proviso in the immediately preceding sentence, upon such remittance, the related Mortgage Loan Seller shall
be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the
related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the
related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to
the related Mortgage Loan Seller. Periodic Payments due with respect to a Qualified Substitute Mortgage Loan after the related
Due Date in the month of substitution, and Periodic Payments due with respect to the corresponding replaced Mortgage Loan (a “Deleted
Mortgage Loan”) on or prior to the related Due Date in the month of substitution (but after the related Cut-off date),
shall be part of the Trust Fund. Periodic Payments due with respect to a Qualified Substitute Mortgage Loan on or prior to the
Due Date in the month of substitution, and Periodic Payments due with respect to the related Deleted Mortgage Loan after the related
Due Date in the month of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the
applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding the
foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated
by a borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center
(operated by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan
shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing
a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a
Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may
be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release would
not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


Upon
any substitution of a Qualified Substitute Mortgage Loan related to the repurchase or substitution of the affected Mortgage Loan
pursuant to the related Mortgage Loan Purchase Agreement, such Qualified Substitute Mortgage Loan will become part of the Trust
Fund and be subject to the terms of the related Mortgage Loan Purchase Agreement in all respects.


 


The
repurchase or substitution of any Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement will be on a whole-loan,
servicing released basis.


 


(c)        Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following Defects shall be deemed to constitute a “Material
Defect” to the extent the absence of the related document results from the applicable Mortgage Loan Seller’s failure
to deliver such document: (a) the absence from the Mortgage File of the original signed Mortgage


 



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 Note, unless the Mortgage
File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face;
(b) the absence from the Mortgage File of the original signed Mortgage (or, with respect to any Non-Serviced Mortgage Loan,
a copy thereof) that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage
with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that
the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii)
of the definition of Mortgage File; (d) the absence from the Mortgage File of any required letter of credit; or (e) the
absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease, if the Mortgage Loan
is secured solely by the related Ground Lease. No Defect relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through (e) of this Section 2.03(c) shall be considered to materially and adversely affect the value of such
Mortgage Loan, the value of the related Mortgaged Property or the interests of the Certificateholders unless the related Mortgage
Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which the Defect
exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as applicable,
of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under the
related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment
to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of Mortgage File
herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect
with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following
the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document
delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has
acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan
Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document
is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a)
of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such
loss to the extent provided for in Section 8.01 hereof. This Section 2.03(c) shall have no impact on any determination
as to whether a Breach with respect to any Mortgage Loan constitutes a Material Defect.


 


(d)        In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, upon (i) deposit of the full amount of the Purchase Price or Substitution Shortfall Amount (as the
case may be) for such Mortgage Loan in the account designated therefor by the Certificate Administrator on behalf of the Trustee
as the assignee of Depositor (or the Master Servicer on behalf of the Trustee), (ii) if applicable, receipt by the Trustee as
the assignee of Depositor (or the Custodian) of the Mortgage File for any Qualified Substitute Mortgage Loan to be substituted
for a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to Section 2.03(b) to be
delivered by the related Mortgage Loan Seller, and (iii) delivery by the related Mortgage Loan Seller to each of the Trustee,
the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer of a receipt executed by the related
Mortgage Loan Seller evidencing such repurchase or substitution, the related Mortgage Loan Seller shall be entitled to (x) a release
of the Mortgage File and any other items previously required to be delivered by the related Mortgage


 



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Loan Seller under Sections
2.01(b) and (c) for the repurchased or replaced Mortgage Loan to the related Mortgage Loan Seller or its designee, (y) the
execution and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be
prepared by the related Mortgage Loan Seller and are reasonably necessary to vest in the related Mortgage Loan Seller or its designee
the legal and beneficial ownership of such repurchased or replaced Mortgage Loan (including property acquired in respect thereof
and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents, any portion of the related
Servicing File and any Escrow Payments, reserve funds and any other items previously required to be delivered by the related Mortgage
Loan Seller under Sections 2.01(b) and (c), held by or on behalf of the Custodian, the Master Servicer or the Special Servicer,
as the case may be, with respect to the repurchased or replaced Mortgage Loan, in each case at the expense of the related Mortgage
Loan Seller, and (z) the execution and delivery of notice to the affected Mortgagor of such transfer of such repurchased or replaced
Mortgage Loan.


 


(e)        Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject
to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect.


 


(f)         The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interests of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the
obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent
not recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances
to the extent not otherwise provided for herein. The Special Servicer shall be reimbursed for the reasonable costs of such enforcement:
first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan
Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined
that the amounts described in clauses first and second are insufficient, then pursuant to Section
3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit in the Collection Account. Any costs, expenses
or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement
or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)        If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, that such Mortgage Loan Seller’s rights pursuant to this Section
2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and


 



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 unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the
Trust, the Master Servicer or the Special Servicer, as applicable, allocable to such Mortgage Loan. The Special Servicer shall
use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard,
but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, that
the Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair its collection or recovery of principal, interest and other sums due with respect to the related Mortgage
Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Special Servicer
may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing
Standard.


 


(h)        If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section
2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying
Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall
be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for
purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect
either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists
or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve
or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other
terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)         Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 






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(j)         With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or (i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan
Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee,
as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies
against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing
its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans
still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its
remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the
other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such
party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies
until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies
with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)        (i)  In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that
a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect
to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and
the Enforcing Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and
each other party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with
respect to a Certificateholder Repurchase Request.


 


(ii)        In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan
Seller with respect to a PSA Party Repurchase Request.


 


(iii)       In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Special Servicer from exercising any of its rights related to
a Material Defect


 



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in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement
or as provided by law.


 


(l)         (i)  After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall
send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to
the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice available
to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s Website
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer
their agreement with or dissent from such Proposed Course of Action and (b) a statement that in the event any Requesting Certificateholder
disagrees with the Proposed Course of Action, the Enforcing Servicer (if it is the Enforcing Party) will be compelled to follow
the course of action agreed to and/or proposed by the majority of Requesting Certificateholders as provided below. The Certificate
Administrator shall, within three (3) Business Days after the expiration of the 30-day response period, tabulate the responses
received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only
count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer questions
from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of
“agree” or “disagree” to the Proposed Course of Action, and such obligation will not be construed to impose
any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the Voting Rights held by the responding Certificateholders.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing
further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial
Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer
the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended
course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the
Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does
not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder,
if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on
the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate
Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other
Certificateholders or Certificate


 



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Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses
will be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining
the course of action approved by the Requesting Certificateholders entitled to a majority of the Voting Rights to which all of
the Requesting Certificateholders are entitled.


 


(ii)        If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party,
shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights
against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant
to Section 6.08.


 


(iii)       Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each
of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall
consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation
(including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the
Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions
to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing
and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right
to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to
refer the matter to mediation or arbitration.


 


(v)        If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If multiple Requesting Certificateholders timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders


 



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of a majority
of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation
or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however,
no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30)
days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting
Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further
right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that
the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect shall
be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, that
such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or
Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such
party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if the Proposed
Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the
Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s
rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply,
and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to
the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders
to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)      In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall
remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)     Notwithstanding anything herein to the contrary, none of the Depositor, any Mortgage Loan Seller nor any of their respective Affiliates
(other than any Controlling Class Certificateholder and any Holder of the VRR Interest (or any portion thereof)) shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)        Subject to the other provisions of this Section 2.03, the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)       If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)         The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan
Seller which such selection shall


 



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be made within 30 days of receipt of written notice of the Enforcing Party’s selection
of such nationally recognized mediation services provider (such provider, the “Mediation Services Provider”)
in accordance with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services
Provider.


 


(ii)        The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)       Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10
Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)        The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)       Out of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by
the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)        If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)         The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller which such selection shall be made within 30 days of receipt of written notice of the Enforcing Party’s selection
of such nationally recognized arbitration services provider (such provider, the “Arbitration Services Provider”)
in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by the Arbitration
Services Provider.


 


(ii)        The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the


 



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Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)       Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority
to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)        Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party
to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably
and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they
reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness
depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall
have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good
cause is shown that such additional discovery is reasonable and necessary.


 


(vi)       The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 






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(vii)      By selecting arbitration, the Enforcing Party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)     No person may bring a putative or certificated class action to arbitration.


 


(o)        The following provisions will apply to both mediation and third-party arbitration:


 


(i)         Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)        If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case
may be, shall contain an acknowledgment that the Enforcing Servicer on behalf of the Trust shall be a party to any arbitration
or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall
be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation
Termination Event has not occurred and is continuing) and in accordance with the Servicing Standard. All amounts recovered by
the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the


 



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Collection Account.
The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)        In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be
permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice
in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information
required pursuant to Section 2.02(g) and (C) the applicable Mortgage Loan Seller shall be permitted to disclose information
related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation
AB.


 


(vii)      For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the
Special Servicer to perform its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation,
foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy
or other litigation) or the exercise of any rights of a Directing Certificateholder.


 


(viii)     In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to
then utilize the alternative method.


 


(ix)       Any expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration or related responsibilities
pursuant to this Agreement shall be reimbursable as additional trust fund expenses.


 


(p)        Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan
shall be limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with
the related Mortgage Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage
Loan Sellers with respect to the


 



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Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase
Agreement that also cures the Material Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations
of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


 


Section
2.04        Execution of Certificates; Issuance of Lower-Tier Regular Interests. The
Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,
the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other
assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance
of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation
of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the
Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the
Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR
Interest and the Exchangeable Upper-Tier Regular Interests and has caused the Certificate Registrar to execute and caused the
Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R
Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations
evidencing, together with the Exchangeable Upper-Tier Regular Interests, the entire beneficial ownership of the Upper-Tier REMIC
(and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); (v) the
Trustee acknowledges the contribution by the Depositor of the Exchangeable Upper-Tier Regular Interests to the Grantor Trust;
(vi) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class V Certificates in exchange
for the related assets of the Grantor Trust and has caused the Certificate Registrar to execute and cause the Authenticating Agent
to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or
its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portions
of the Grantor Trust; and (vii) immediately thereafter, in exchange for the Exchangeable Upper-Tier Regular Interests, the Trustee
acknowledges that it has caused the Certificate Administrator to issue the Exchangeable Certificates and has caused the Certificate
Administrator to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor,
the Exchangeable Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates
in authorized Denominations evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


Section
2.05        Creation of the Grantor Trust Each Class of Exchangeable Certificates and
the Class V Certificates are hereby designated as undivided beneficial interests in their corresponding Grantor Trust Designated
Portions, which portions shall be treated as a grantor trust within the meaning of subpart E, part I of subchapter J
of the Code.


 






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ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01        The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special
Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master
Servicer and Special Servicer shall diligently service and administer the Serviced Mortgage Loans, any related Serviced Companion
Loans and any related REO Properties for which it is responsible in accordance with applicable law, this Agreement, the Mortgage
Loan documents and any related Intercreditor Agreements on behalf of the Trust and in the best interests of and for the benefit
of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of
the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature of such
Companion Loans, as the case may be (as determined by the Master Servicer or Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any
Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion
Loan, as the case may be. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the
related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the
Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the
terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special
Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance
with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage
loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer
or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the
Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of principal and interest
under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization
of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loan(s),
and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion
Holder(s) (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan(s) constituted
a single lender), taking into account the subordinate or pari passu nature of the related Companion Loan, as the case may
be), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case
giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and
manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any
relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may
have with any Mortgagor, any Mortgage Loan Seller,


 



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any other parties to this Agreement, any Sponsor, any originator of a Mortgage
Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or
subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer
or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for
its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership,
servicing or management for others of (a) a Non-Serviced Mortgage Loan or a Non-Serviced Companion Loan or (b) any other
mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master
Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or
the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor
(including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or a related Companion
Loan that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any
obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute
for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates
is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any
Serviced Mortgage Loans and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred and is continuing
(each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially Serviced
Loans in connection with any Major Decision or Special Servicer Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations,
and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for
the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the
Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer,
shall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance
by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with the terms of
this Agreement, the Master Servicer shall be obligated to 


 



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service and administer any Non-Specially Serviced Loan or any related
Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial
statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related
Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the
Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer
to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be
coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express
or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the
Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided
by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing
Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance
by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not
as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans
or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or
the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)        Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and
of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject
to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such
servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality
of the foregoing, each of the Master Servicer and the Special Servicer, as to items processed by it, in its own name (or in the
name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related
Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion
Loan it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in the related
Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such
financing statements, continuation statements and other documents or instruments as necessary to maintain the lien created by
the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral;
(ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or
consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments
of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full
release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate
and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities


 



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(except as set forth
below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect
to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required
to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i)
no later than thirty (30) days after the Closing Date and thereafter upon request, furnish to the Master Servicer and the Special
Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable
(or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii)
upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney in the
form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed
to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate
to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties
hereunder; provided, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the
Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the
Special Servicer. The Master Servicer shall prepare and make all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest
in such property, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned
by any transfer of any interest of the Master Servicer or the Depositor in such property. In connection herewith, the Trustee
shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the
relevant jurisdiction. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor
under the Uniform Commercial Code as in force in the relevant jurisdiction. Notwithstanding anything contained herein to the contrary,
the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice
to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in
the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior
to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master
Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent
to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)        To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan
documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to


 



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Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)        The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)        The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)         Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after
the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, the Master Servicer shall notify
each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on Annex A-1 to the Prospectus,
that the Trust is the leasehold mortgagee, that any notices of default under such Ground Lease and required to be delivered to
the leasehold mortgagee pursuant to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward
such notice to the Special Servicer) and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan
for the benefit of the Certificateholders.


 


With
respect to letters of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”,
(a) the related Mortgage Loan Seller shall notify, on or before the Closing Date, the bank issuing the letter of credit that the
letter of credit and the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within thirty (30) days
(but in any event to obtain within ninety (90) days) following the Closing Date, an acknowledgement thereof by the bank (with
a copy of such acknowledgement to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to the Custodian
and the Trustee)) or a reissued letter of credit, and (b) the Master Servicer acknowledges that any letter of credit held by it
shall be held in its capacity as Master Servicer, and if the Master Servicer sells its rights to service the


 



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applicable Mortgage
Loan or is terminated or otherwise resigns, the Master Servicer shall assign the applicable letter of credit to the Trust, at
the expense of the Master Servicer. The related Mortgage Loan Seller shall provide such reasonable cooperation as requested by
the Master 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 reissued or acknowledged
as contemplated in the preceding paragraph, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master
Servicer or Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not
require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter
of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the
applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and
expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master
Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such
Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase
Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master
Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations
under the related Mortgage Loan Purchase Agreement.


 


The
Master Servicer acknowledges that any letter of credit held by it shall be held in its capacity as Master Servicer, and if the
Master Servicer sells its rights to service the applicable Mortgage Loan or if the Master Servicer is terminated or otherwise
resigns, the Master Servicer shall assign the applicable letter of credit to the Trust at the expense of the Master Servicer. 
Subject to Section 6.04, the Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such
assignment.


 


(g)        Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make a
Servicing Advance with respect to any Serviced Companion Loan to the extent the related Serviced Mortgage Loan has been paid in
full or is no longer included in the Trust Fund.


 


(h)        Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor
Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for
such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)         The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced
Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section
3.19, use


 



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commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the
extent the Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant
to any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any
Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in
accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan or with respect to any Serviced AB Whole Loan, first, by the related Serviced Subordinate Companion Loan
and then, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loans, in accordance with
the respective Stated Principal Balances of the related Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans.


 


(j)         Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the
related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with
respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as
a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that
neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect
to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and
expenses relating to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, that if, in the case of any Serviced Whole Loan, the related Serviced Companion
Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the
related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any
need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such
an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs
to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other
Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections on the related
Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer,
reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing
Advances had been made by the Master Servicer hereunder.


 


(k)        Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related


 



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Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall
use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced
Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)         The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the
related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related
Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new
servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the
provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would
not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)       Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related
Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)        In connection with the securitization of a Servicing Shift Control Note, while it is a Serviced Companion Loan, upon the request
of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special
Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts
to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to the applicable Other Securitization.


 


(o)        For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide


 



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information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


Section
3.02        Collection of Mortgage Loan Payments. (a)  Each of the Master
Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions
of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service
hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the
Servicing Standard); provided that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as
the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the
Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment
of Excess Interest, other than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding
principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full;
provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce
the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The
Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period
of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the
Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to
any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the
Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to
such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable,
has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder
and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to
such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response
to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing
Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the
occurrence and during the continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable,
may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder;
provided, further, that the Directing Certificateholder shall have no consent rights with respect to the foregoing
waivers if it is restricted by the DCH Limitations.


 


(b)        (i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due
and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express
provisions of the Mortgage Loan documents; provided, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement) or to the extent otherwise agreed


 



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to by the related Mortgagor in connection with
a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of
payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the
case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the
Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections)
with respect to the related Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or clause second above,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid
interest (exclusive of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from
time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any
allocations pursuant to clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest
described in subclause (i) of this clause third that (A)(x) was not advanced because of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I
Advance would be a Nonrecoverable Advance, constitutes the amount of interest that (absent such determination of nonrecoverability
preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related
P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B)
accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery
of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result


 



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of a determination that such P&I Advance would have been a Nonrecoverable Advance
plus (ii) any accrued and unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net
Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated
as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan in the manner required by the REMIC Provisions; provided, further, that in the case of a Non-Serviced
Mortgage Loan, the treatment of the foregoing amounts with respect to the related Non-Serviced Whole Loan shall be subject to
the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that


 



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order; provided, further,
that with respect to each Serviced Mortgage Loan that is part of a Serviced Whole Loan, amounts collected with respect to such
Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts
allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)   Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of
each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant
to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
(including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections) with
respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or clause second above,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid
interest (exclusive of default interest and Excess Interest) on such Mortgage Loan at the applicable Mortgage Rate in effect from
time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any
allocations pursuant to clause fifth below or clause fifth of Section 3.02(b)(i) above on earlier
dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third
that (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest
that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, constitutes the
amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would
not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have
occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion
of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to
time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 






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fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance,
plus (ii) any accrued and unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net
Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated
as a recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of
subsection (b)(i) above on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than, if applicable, accrued and unpaid Excess
Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees
and then, allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that
with respect to each Serviced Mortgage Loan that is part of a Serviced Whole Loan, amounts collected with respect to such Serviced
Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)       Notwithstanding subsections 3.02(b)(i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 






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(c)        To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)        In the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest
prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall
notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related
Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to
limit the provisions of Section 3.02(a).


 


(e)        With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall,
to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and, prior to an event of default under the applicable Mortgage Loan documents, may not apply such items to reduce
the principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise required to do so pursuant to the applicable
Mortgage Loan documents, applicable law or court order.


 


Section
3.03        Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
(a)  The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”),
into which all Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with
the Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole
Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this
shall not be construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement.
Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents
and Companion Loan documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing
Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of
amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments
were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing
Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on
balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and
as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under
the related Mortgage Loan or Companion Loan, apply amounts to the


 



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indebtedness under the applicable Mortgage Loan or Companion
Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage
Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest
on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment
income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master
Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)        The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master
Servicer, in the case of all other Serviced Mortgage Loans and each Serviced Companion Loan, shall maintain accurate records with
respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that
are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof. The Special
Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Serviced Mortgage Loans and each Serviced Companion Loan, shall use reasonable efforts consistent with
the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums) and
shall effect payment thereof from the REO Account or by the Master Servicer as Servicing Advances prior to the applicable penalty
or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied by the
Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as allowed under the terms of the related
Serviced Mortgage Loan and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall
service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in
accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard.
To the extent that a Serviced Mortgage Loan and any related Companion Loan, as applicable, does not require a Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as
applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard
to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due
and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items.


 


(c)        In accordance with the Servicing Standard and for each Serviced Mortgage Loan and each Serviced Whole Loan, as applicable, the
Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real estate
taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums
on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related
REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item
on a timely basis,


 



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and provided, that the particular advance would not, if made, constitute a Nonrecoverable Servicing
Advance and provided, further, that with respect to the payment of taxes and assessments, the Master Servicer shall
not be required to make such advance until the later of (i) five (5) Business Days after the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not been
paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments.
The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile
or electronic) notice before the date on which the Master Servicer is requested to make any Servicing Advance with respect to
a given Specially Serviced Loan or REO Property; provided, that only two (2) Business Days’ written (facsimile or
electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis; provided,
further, that, other than for Servicing Advances to be made on an emergency or urgent basis, the Special Servicer shall
not be entitled to make such a request more frequently than once per calendar month (although such request may relate to more
than one Servicing Advance). The Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request
to the Special Servicer, in which case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special
Servicer shall have no obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring
the making of a Servicing Advance, the Special Servicer may make a Servicing Advance in its sole discretion. Within five (5) Business
Days of making such a Servicing Advance, the Special Servicer shall deliver to the Master Servicer a request for reimbursement
for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding
the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of
the Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable
Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest
shall be made by wire transfer of immediately available funds to an account designated in writing by the Special Servicer within
five (5) Business Days of the written request therefor pursuant to the preceding sentence and any information the Master
Servicer reasonably requests in order to make a recoverability determination. Upon the Master Servicer’s reimbursement to
the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with
this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing
Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall
be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same
time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made
such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c),
the Master Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction
of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable,
such


 



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Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05
of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
is a Nonrecoverable Servicing Advance, and such a determination shall be binding upon the Master Servicer and the Trustee. The
absence of such a determination shall in no way limit the ability of the Master Servicer to make its own determination that any
Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any
previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its
own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further
as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment
of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding
that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails
to make any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has
actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any
Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure
would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer
has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority
of the lien of the related Mortgage, or the loss of any security for


 



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the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interests of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any related Companion Loans, as the case may be). The Master Servicer or Trustee
may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)        In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of
any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued
on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section
3.17(c), the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding
Servicing Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account
(or any Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject
to the Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein;
provided, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)        To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced
Mortgage Loan, the Master Servicer shall request from the Mortgagor written confirmation thereof within a reasonable time after
the later of the Closing Date and the date as of which plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or completed pursuant to the terms of the Serviced
Mortgage Loan, the Master Servicer shall request from the Mortgagor written confirmation of such actions and remediations within
a reasonable time after the later of the Closing Date and the date as of which action or remediations are required to be or to
have been taken or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described in this Section
3.03(e), the Master Servicer shall report


 



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any such failure to the Special Servicer within a reasonable time after the date
as of which actions or remediations are required to be or to have been taken or completed.


 


Section
3.04        The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution
Account and the Gain-on-Sale Reserve Account. (a)  The Master Servicer shall establish and maintain, or cause to
be established and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited on a daily
basis and in no event later than the second Business Day following receipt of available and properly identified funds (in the
case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off
Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other
than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)         all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced
Companion Loans;


 


(ii)        all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)       late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)       all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the
Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)        any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 






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(vi)       any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)      any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a); provided, that to the extent any of the foregoing amounts are received
after 2:00 p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit
such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts
to the Master Servicer within two (2) Business Days of receipt of such amount. Any such amounts received by the Special Servicer
with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer
for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to
the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of
the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection
Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Collection Account for the Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC
Bank, National Association. The Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate
Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 






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(b)        The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
Holders of the Class V Certificates and the Trustee as Holder of the Lower-Tier Regular Interests), (ii) the Upper-Tier
REMIC Distribution Account for the benefit of the Certificateholders (other than the Holders of the Class V Certificates),
and (iii) the Excess Interest Distribution Account for the benefit of the Holders of the Class V Certificates. The Master
Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit
(x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans
(in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the
definition of Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution Account all
Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals
of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long as Computershare Trust Company, National
Association is the Certificate Administrator, all funds held in the Distribution Account, the Interest Reserve Account and the
Excess Interest Distribution Account shall remain uninvested.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following receipt of properly
identified funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution Account
any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable
Intercreditor Agreement to be deposited therein; provided, that the Companion Paying Agent shall separately track for each
Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole
Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the
terms of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall
apply to remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on
each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion
thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion
Loans prior to such dates; provided, that in no event shall the Master Servicer be required to transfer to the Companion
Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement
under the other provisions of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced Whole Loan
Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k), which
payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Gain-on-Sale Reserve Account


 



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and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)         any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan, which is required
to be distributed to the holder thereof by the Master Servicer) in connection with Prepayment Interest Shortfalls;


 


(ii)        any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders
of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust
Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)        any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until
(but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier


 



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REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account, or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Computershare Trust
Company, National Association is the Certificate Administrator; provided, that such funds may be invested and, if invested,
shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Computershare
Trust Company, National Association) in Permitted Investments selected by the party hereunder that maintains such account which
shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator
to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to
its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator, shall
be made in the name of “Computershare Trust Company, National Association [or name of successor certificate administrator],
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the Morgan
Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 as their interests may appear”,
or in the name of any successor trustee, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2022-L8, Commercial
Mortgage Pass-Through Certificates, Series 2022-L8 as their interests may appear. None of the Trust, the Depositor, the Mortgagors,
the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion
Distribution Account, if it is a sub-account of the


 



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Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale
Reserve Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned
on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and
any portion of the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds
in such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the Class V Certificates; the Companion
Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion
Holders; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account)
will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)        Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan,
and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)        Following the distribution of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which
there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)        The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Master Servicer along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC®
Liquidation Report, which shall remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.
Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor
Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)         Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 






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(g)        [Reserved].


 


(h)        [Reserved].


 


(i)         If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available
Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner
of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller shall be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section
3.05        Permitted Withdrawals from the Collection Account, the Distribution Accounts
and the Companion Distribution Account. (a)  The Master Servicer may, from time to time, make withdrawals from the
Collection Account (or the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account) for
any of the following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)         (A)  no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to
be remitted pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant
to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion
Loans;


 


(ii)        (A)  to pay itself (or, with respect to any Excess Servicing Fee Rights, to pay Midland Loan Services, a Division of
PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master
Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced
Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially
Serviced Loan or REO Loan, as applicable, being limited to amounts received


 



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on or in respect of such Mortgage Loan or related
Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such
REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as a recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred
by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first,
out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related
Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan,
in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related Serviced Subordinate Companion Loan, as applicable, and then, from the Serviced AB Mortgage Loan and related
Serviced Pari Passu Companion Loans pro rata and pari passu, in accordance with their respective Stated Principal
Balances) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor
any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan
or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating
Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan,
Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating
Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as a recovery of interest thereon, and (D) to
pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b))
Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of
an Affirmative Asset Review Vote;


 


(iii)       to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (unless otherwise provided in the related Intercreditor
Agreement) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement


 



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for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Serviced Mortgage Loan or any related Companion Loan or any REO Property being
limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the
terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their
respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced
Subordinate Companion Loan, as applicable, and then, from the Serviced AB Mortgage Loan and related Serviced Pari Passu
Companion Loans pro rata and pari passu, in accordance with their respective Stated Principal Balances), prior to
reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage
Loan; provided, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)        to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances
made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only,
subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of
the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in


 



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accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related Serviced Subordinate Companion Loan, as applicable, and then, from the Serviced AB Mortgage Loan and related
Serviced Pari Passu Companion Loans pro rata and pari passu, in accordance with their respective Stated Principal
Balances; provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances
relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Pari Passu Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from
funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Pari
Passu Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with
the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing
with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan and Serviced Subordinate Companion Loan), prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to
pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing
Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)       at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for
a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself, the Special Servicer and/or the Trustee or such other servicing party, as
applicable, any interest accrued and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any
unreimbursed Servicing Advances (including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount)
pursuant to clause (iv) or clause (v) above, to pay itself or the Trustee, or Other Trustee or Other Servicer
as the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) (with
respect to a Serviced AB Whole Loan, first, from the funds collected on related Serviced Subordinate Companion Loan (if
any) and then from funds collected on the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and
pari passu, in accordance with their respective Stated Principal Balances) or (c) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon in accordance with Section 3.11(d) and Section 3.17(c) and
any related Intercreditor Agreement; provided that in all events, subject to the related Intercreditor Agreement, interest
on P&I Advances on any Serviced Pari Passu Mortgage Loan shall not


 



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be paid from funds actually distributable to any related
Serviced Pari Passu Companion Loan (unless otherwise provided in the related Intercreditor Agreement);


 


(vii)      to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred
by such Person in the performance of its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable,
in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage Loan
Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)     in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out
of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in the performance of its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable,
in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated
Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate
Companion Loan, and then, from the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and
pari passu, in accordance with their respective Stated Principal Balances, in each case, prior to being payable out of
general collections with respect to the Mortgage Loans;


 


(ix)        to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or
(ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, and then,
from the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans


 



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pro rata and pari passu, in accordance
with their respective Stated Principal Balances, in each case, prior to being payable out of general collections with respect
to the Mortgage Loan;


 


(x)         to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and
investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection
Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including
the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected
while the related Mortgage Loan and any related Serviced Pari Passu Companion Loan is a Specially Serviced Loan), but only to
the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan have been paid and such Penalty Charges are not needed to pay
interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout
Fees) in accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation
in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the
Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)        to recoup any amounts deposited in the Collection Account in error;


 


(xii)       to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their
respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of
general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section
6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or
(ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, and then,
from the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and pari passu, in accordance
with their respective Stated Principal Balances, in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiii)      to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and Section 10.01(g) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Sections 13.01(a) or 13.01(c) in connection with an amendment to this
Agreement 


 



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requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, and
then, from the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and pari passu,
in accordance with their respective Stated Principal Balances, in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(xiv)     to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(h);


 


(xv)      to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)     to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan, all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)    to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in
the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)   to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xix)      to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xx)       to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 






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(xxi)      to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


Certain
costs and expenses (such as a pro rata share of any related Servicing Advances) allocable to a Mortgage Loan that is part of a
Serviced Whole Loan may be paid or reimbursed out of payments and other collections on the other Mortgage Loans, subject to the
Trust’s right to reimbursement from future payments and other collections on the related Companion Loans or from general
collections with respect to any securitization of a related Companion Loan. If the Master Servicer makes, with respect to any
Serviced Whole Loan, any reimbursement or payment out of the Collection Account to cover a related Serviced Companion Loan’s
share of any cost, expense, indemnity, Servicing Advance or interest on such Servicing Advance, or fee with respect to such Serviced
Whole Loan, then the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amount out of collections
on such Serviced Companion Loan or, if and to the extent permitted under the related Intercreditor Agreement, from the holder
of the related Serviced Companion Loan.


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the
applicable Non-Serviced Paying Agent or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced
Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan and, when appropriate, on a property-by-property basis, for the
purpose of justifying any request for withdrawal from the Collection Account.


 


The
Master Servicer shall use commercially reasonable efforts to remit to the Certificate Administrator for deposit in the Distribution
Account on the Remittance Date for a Collection Period any Balloon Payments received during the period that begins two (2) Business
Days immediately preceding such Remittance Date and ends on such Remittance Date. If, in connection with any Distribution Date,
the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments as
of the Determination Date and Balloon Payments are subsequently received by the Master Servicer and will be remitted by the Master
Servicer to the Certificate Administrator for deposit in the Distribution Account on the related Remittance Date as described
in the preceding sentence for potential inclusion as part of


 



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the Available Funds for such Distribution Date, then the Master Servicer
shall promptly notify the Certificate Administrator and the Certificate Administrator shall use commercially reasonable efforts
to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special
Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution
to Certificateholders solely on the basis of the actions described in the preceding sentence. For purposes of the definitions
of “Available Funds,” “Principal Distribution Amount” and “Unscheduled Principal Distribution Amount,”
any Balloon Payments that are received on or prior to the Remittance Date in any Collection Period but are includable in the distributions
on the Distribution Date in such Collection Period as provided above shall each be deemed to have been collected in the prior
Collection Period.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts
that would otherwise be payable to the related Companion Loan, as applicable.


 


(b)        The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any
of the following purposes (the following not being an order of priority):


 


(i)         to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)        to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case
may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to pay the Certificate Administrator, the Certificate Administrator/Trustee Fee, as applicable, as contemplated by Section
8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)       to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable
out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(g) or Section 10.01(m) to the extent payable out of the Trust Fund, or (E) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated 


 



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by Section 13.01(a) or Section
13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which
amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to
Section 13.01(g);


 


(v)        to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or
transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section
10.01(h);


 


(vi)       to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)      to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)     to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)        The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)        The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for
any of the following purposes:


 


(i)         to make distributions to the Holders of the Regular Certificates and the Exchangeable Certificates (and to the Holders of the
Class R Certificates in respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01
or Section 9.01, as applicable; and


 


(ii)        to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)        [Reserved].


 


(f)         Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in
Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee
Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in
full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing
Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee
Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection
Account are not sufficient


 



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to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii),
(a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator
and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then
to the Operating Advisor.


 


(g)        If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master
Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate
Administrator shall have provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice
of such final Distribution Date), promptly transfer such Loss of Value Payments (up to the remaining portion thereof) from the
Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)         to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)        to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)       to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may
be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)       following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any
related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)        On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses
that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any
Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)        Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior
paragraph shall be treated as Liquidation Proceeds received by 


 



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the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred
to the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds
received by the Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred
to the Collection Account to cover an item contemplated by clauses (g)(i)–(g)(iv) of the prior paragraph.


 


(i)         The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section
3.06        Investment of Funds in the Collection Account and the REO Account. (a)  The
Master Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution Account or
any other Servicing Account, escrow account or reserve account held by the Master Servicer (for purposes of this Section 3.06,
an “Investment Account”), the Special Servicer may direct any depository institution maintaining the REO Account
(also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is such depository
institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at
a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding
date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository
institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to
be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor
thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account
shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity
as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer),
the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) on behalf
of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account,
the Companion Distribution Account, the Servicing Accounts, the REO Account or any other escrow accounts or reserve accounts,
as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the
Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may
perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment
held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master
Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account,
the Companion Distribution Account or any other Servicing Account, escrow account or reserve account maintained by or for the
Master Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special
Servicer) shall:


 






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(i)         consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


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


 


(b)        Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any
other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer to the extent of the Net Investment
Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including
the P&I Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer
to the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may
be. Interest and investment income realized on funds deposited in the REO Account or any Servicing Account maintained by or for
the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from
and including any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In
the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer,
as applicable, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or
Special Servicer, as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing
Account or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or
any other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer), the Special Servicer
(in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no
later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to
such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to
the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to
deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency
of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time
such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution or
trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days
prior to such insolvency).


 


(c)        Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in


 



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any other performance required under any Permitted Investment, the Master Servicer may and,
upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section
3.07        Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.
(a)  The Master Servicer (with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan) shall
use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer (with respect
to REO Properties related to Serviced Mortgage Loans) shall maintain, to the extent required by the terms of the related Mortgage
Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to the extent that the
failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with
respect to the Master Servicer or Special Servicer, as applicable). If any Mortgage Loan documents permit the holder thereof to
dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect
to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as
are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided that the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to
maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default as determined by the Special Servicer with the consent of the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations) and only in the event
the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer,
as applicable, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and Special Servicer shall
be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance
is available at commercially reasonable rates. If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability
determination with respect to any required Servicing Advance, the Master Servicer (with respect to the Serviced Mortgage Loans
and any related Serviced Companion Loans) or the Special Servicer (with respect to REO Properties related to Serviced Mortgage
Loans), as the case may be, shall maintain all insurance coverage as is required under the related Mortgage, but only in the event
the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer,
as applicable, and, if available, can be obtained at commercially reasonable rates, as determined in accordance with the Servicing
Standard. In addition, upon request of the Risk Retention Consultation Party with respect to any individual triggering event,
the Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party (only with respect to a Specially
Serviced Loan that is not an Excluded RRCP Loan) within the same time period as it would obtain the consent of, or consult with,
the Directing Certificateholder pursuant to Section 6.08 in connection with any such determination of an Acceptable Insurance
Default (without regard to the occurrence of a Consultation Termination Event). All Insurance Policies maintained by the Master
Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the Master
Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced
Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf
of the Trustee (in the case of insurance maintained


 



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in respect of REO Properties), (ii) be in the name of the Trustee (in
the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser
of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and
(y) the outstanding principal balance owing on the related Mortgage Loan (and any related Serviced Companion Loan) or REO
Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include
a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except
in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject
to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property
or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions
of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section
3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans
(including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if
the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as
such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall
instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes
of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan
and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit.
Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an
expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein
is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account).
The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Serviced Mortgage Loan and is currently available at commercially reasonable
rates.


 


Notwithstanding
the foregoing, with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan that either (x) require
the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or
(y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks
as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with
the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided that the Master Servicer and the Special Servicer shall be entitled to conclusively rely


 



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upon certificates of insurance in
determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against
the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance
and (C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it
has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer
pursuant to clause (B) above. If the Special Servicer determines in accordance with the Servicing Standard that such
failure is not an Acceptable Insurance Default, it shall notify the Master Servicer and the Master Servicer shall use efforts
consistent with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust)
shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely
on insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions exist. Furthermore,
the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated
Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding
Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the Master Servicer or Special
Servicer, as applicable, is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder
and/or, upon the request of the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention
Consultation Party, neither the Master Servicer nor the Special Servicer will be liable for any loss related to the failure to
require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations as
a result of such failure, and the Master Servicer will not be required to maintain such insurance or cause such insurance to be
maintained.


 


(b)        (i)  If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified
Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but
excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as
the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely


 



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 fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)        If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)        Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with
a Qualified Insurer covering losses that may be sustained as a result of the Master Servicer’s and the Special Servicer’s,
as applicable, officers’ and employees’ misappropriation of funds or errors or omissions in connection with its activities
under the Agreement. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c). The Special Servicer and the Master Servicer shall furnish upon request to the Trustee copies of all binders and
policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


 


(d)        At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property securing a Serviced
Mortgage Loan is in a federally designated special flood hazard area (and such flood insurance has been made available), the Master
Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable
law and the terms of the Mortgage Loan and related


 



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 Serviced Companion Loan documents) to maintain, and, if the related Mortgagor
shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Serviced
Mortgage Loan or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage
is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum
amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess
flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost
of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for
such costs (or pay such amounts from the Collection Account if it determines such Advance would be a Nonrecoverable Advance).


 


(e)        During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a
federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event and subject to the DCH Limitations) and, with respect to a Specially Serviced Loan
that is not an Excluded RRCP Loan, upon request of the Risk Retention Consultation Party, upon non-binding consultation with the
Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing
Certificateholder (in either such case, in accordance with the Servicing Standard)), a flood insurance policy meeting the requirements
of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the sum of
(i) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended and (ii) such
additional amounts as are sufficient to provide coverage for the value of improvements related to the Mortgaged Property that
are located within a federally designated special flood hazard area. The cost of any such flood insurance with respect to an REO
Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the
amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance (or from the Collection
Account if it determines such Advance would be a Nonrecoverable Advance).


 


(f)         Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the
Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A-” by S&P and “A-” by Fitch, the Master Servicer (or its public parent) or the
Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its
obligations under this Section 3.07.


 


(g)        Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full
force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 






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Section
3.08        Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As
to each Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)         provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and
payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)        provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection
with any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement and subject to the
processing and consent procedures specified in Section 3.34, the Special Servicer shall determine (with respect to any
Specially Serviced Loan or, to the extent such action is a Major Decision or Special Servicer Decision, any Serviced Mortgage
Loan that is not a Specially Serviced Loan and any related Serviced Companion Loan) in a manner consistent with the Servicing
Standard (or, in the case of any Non-Specially Serviced Loan, to the extent such action is not a Major Decision or Special Servicer
Decision, the Master Servicer shall determine in a manner consistent with the Servicing Standard), on behalf of the Trustee as
the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion
Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to any sale or transfer, consistent with the
Servicing Standard or (b) waive any right to exercise such rights, provided that, (A) with respect to such consent or waiver
of rights that is a Major Decision, the Special Servicer shall, subject to the DCH Limitations, obtain the prior written consent
(or deemed consent) of, or consult with, the Directing Certificateholder, in each case if, as and to the extent required under
Section 6.08, and (B) with respect to any Mortgage Loan (I) with a Stated Principal Balance greater than or equal to $35,000,000,
(II) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal Balance of the Mortgage Loans
then outstanding or (III) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together
with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans
or Crossed Mortgage Loan Groups outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the
case may be, prior to consenting to such action, shall obtain a Rating Agency Confirmation from each Rating Agency (provided,
that no such Rating Agency Confirmation will be required if such Mortgage Loan has a Stated Principal Balance of $10,000,000 or
less or if the related Mortgage Loan does not meet the criteria set forth in subclause (I), (II) or (III); provided, that
a Rating Agency Communication will be required in all cases) and a confirmation of any applicable rating agency that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings of any class of Serviced Companion Loan
Securities (if any); provided, that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25. Notwithstanding
anything herein to the contrary, with respect to any Excluded DCH Loan (regardless of whether a Control Termination Event has
occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions


 



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and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


In
connection with any request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(a), the party
processing the related servicing action shall (if not already provided in accordance with Section 3.25 of this Agreement)
deliver a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities, the 17g-5 information
provider under the related Other Securitization, in each case in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who
bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance, such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Serviced Mortgage Loan or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan
may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer,
with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced Companion Loans, on behalf
of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have
been satisfied, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee discretion in approving
a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been
satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to
whether such conditions have been satisfied.


 


(b)        As to each Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms:


 


(i)         provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and
payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in
the Mortgagor or principals of the Mortgagor; or


 


(ii)        requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement and subject to the
processing and consent procedures specified in Section 3.34, the Special Servicer shall determine (with respect to any
Specially Serviced Loan or, to the


 



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extent such action is a Major Decision or Special Servicer Decision, any Serviced Mortgage
Loan that is not a Specially Serviced Loan and any related Serviced Companion Loan) in a manner consistent with the Servicing
Standard (or, in the case of any Non-Specially Serviced Loan, to the extent such action is not a Major Decision or Special Servicer
Decision, the Master Servicer shall determine in a manner consistent with the Servicing Standard), on behalf of the Trustee as
the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion
Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to the creation of any additional lien or
other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that, (A) with
respect to such consent or waiver of rights that is a Major Decision, the Special Servicer shall, subject to the DCH Limitations,
obtain the prior written consent (or deemed consent) of, or consult with, the Directing Certificateholder, and, if such Mortgage
Loan is not an Excluded RRCP Loan, shall have consulted with the Risk Retention Consultation Party, in each case if, as and to
the extent required under Section 6.08, and (B) with respect to any Mortgage Loan (I) with a Stated Principal Balance greater
than or equal to 2% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding, (II) that has a combined
loan-to-value ratio greater than 85% (based upon any and all existing and proposed debt), (III) that has a combined debt service
coverage ratio less than 1.20x (in each case, determined based upon the aggregate debt service on the related Mortgage Loan and
any related Companion Loan, if any, and the debt service on the proposed additional lien), (IV) together with all other Mortgage
Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor
(or an Affiliate thereof), that is one of the ten largest Mortgage Loans or Crossed Mortgage Loan Groups outstanding (by Stated
Principal Balance), or (V) with a Stated Principal Balance greater than or equal to $35,000,000, the Master Servicer or the Special
Servicer, as the case may be, prior to consenting to any action, shall obtain a Rating Agency Confirmation from each Rating Agency
(provided, that no such Rating Agency Confirmation will be required if such Mortgage Loan has a Stated Principal Balance
of $10,000,000 or less or if the related Mortgage Loan does not meet the criteria set forth in subclause (I), (II), (III), (IV)
or (V); provided, that a Rating Agency Communication will be required in all cases) and a confirmation of any applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then current ratings of any
class of Serviced Companion Loan Securities (if any); provided, that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether
a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


 


In
connection with any request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(b), the Master
Servicer or the Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this
Agreement) deliver a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities,
the 17g-5 information provider under the related Other Securitization, in each case in accordance with Section 3.25 of
this Agreement.


 






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To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who
bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with
respect to the satisfaction of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced
under this Agreement, the Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan),
on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect
to all Non-Specially Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied,
the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make such determination with respect to whether
such conditions have been satisfied.


 


(c)        Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive
notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any
additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)        Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The
Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision
of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section
3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify
the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(who shall post such documents on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)        Pursuant to each Mortgage Loan Purchase Agreement, if there is a breach of the representations and warranties set forth in paragraph
30 or paragraph 32 in Exhibit 2 thereto, and as a result the payments, by a Mortgagor, of reasonable costs and expenses associated
with securing the consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance”
clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an additional trust fund expense in an
amount equal to such reasonable costs and expenses not paid by such Mortgagor, the related Mortgage Loan Seller shall reimburse
the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid such additional trust
fund expense (and, if applicable, to pay the amount of any fees and expenses


 



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of the Asset Representations Reviewer related to
the Asset Review of such Mortgage Loan not previously paid by the related Mortgage Loan Seller).


 


(f)         Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under
any “due-on-sale” or “due-on-encumbrance” clause without the consent of the Special Servicer and the Special
Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause relating to any Non-Specially Serviced Loan or relating to any Specially Serviced Loan without (prior to the occurrence
and continuance of a Control Termination Event and subject to the DCH Limitations) the consent of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event
(and subject to the DCH Limitations), upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof).
The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s
or Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and
any additional information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver
or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent
(provided that if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder
in writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver
or consent).


 


(g)        Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or Special Servicer, as applicable,
makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related
Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent
of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless
such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for
in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations
Section 1.1001-3(e)(2).


 


Section
3.09        Realization Upon Defaulted Loans and Companion Loans. (a)  Upon
an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt,
the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable,
with a copy of such notice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, subject to Section 3.24 and subject to the Directing Certificateholder’s
rights pursuant to Section 6.08, the Risk Retention Consultation Party’s rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced
Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such Serviced Mortgage Loan and related Companion Loan, if any, as come into and continue
in default as to which such Serviced Mortgage Loan is a Specially Serviced Loan and as to which no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund
pursuant to any other provision hereof. The


 



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foregoing is subject to the provision that, in any case in which a Mortgaged Property
shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable
discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master
Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon
would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall
be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute
a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master
Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or
similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special
Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any
Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard.
If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market
value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making
an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an
Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by
the Master Servicer as a Servicing Advance.


 


(b)        The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)         such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by
the Special Servicer; or


 


(ii)        the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event (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).


 


(c)        Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor
the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise,
or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of
the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has
previously determined


 



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in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior
to any such acquisition of title or other action, that:


 


(i)         such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)        there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence
shall be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it
shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related
Intercreditor Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account
(such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole
Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer
and, with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and
be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action
must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions required under
such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum
proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests).


 


(d)        If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of 


 



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the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and any related Serviced Companion Loan, and (ii) there
has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4
of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall
take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized (prior to the occurrence and continuance of a Control Termination Event (or with respect to
any Serviced AB Mortgage Loan, after the occurrence and during the continuation of a Serviced AB Control Appraisal Period, but
prior to the occurrence and continuance of a Control Termination Event) and subject to the DCH Limitations), with the consent
of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the
related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000,
then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer
shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and (prior to the occurrence
of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder, in writing of its intention
to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted
such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed
to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the
Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders
of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation
is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall
use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage
Loan documents.


 


(e)        The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (subject to the DCH Limitations) and the Risk Retention Consultation Party (other than with respect to any Excluded
RRCP Loan), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer
with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction
of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien
of the related Mortgage on such Mortgaged Property.


 


(f)         The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and


 



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the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)        The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)        The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(subject to the DCH Limitations) and the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Loan)
and the Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.


 


Section
3.10        Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.
(a)  Upon the payment in full of any Serviced Mortgage Loan, or the receipt by the Master Servicer or the Special Servicer,
as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master
Servicer or Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the
related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer
and shall include a statement to the effect that all amounts received or to be received in connection with such payment which
are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to
enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt
of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer,
as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage
Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.


 


(b)        From time to time as is appropriate for servicing or foreclosure of any Serviced Mortgage Loan (and any related Companion Loan),
the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer.
Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or
the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian,
or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special
Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the


 



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related Companion
Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to
be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the
case may be, with the original being released upon termination of the Trust.


 


(c)        Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court
pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including
any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be
responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.


 


(d)        If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11        Servicing Compensation. (a)  As compensation for its activities
hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan and Serviced
Companion Loan (and any successor REO Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting
a “specially serviced loan” under any related Non-Serviced PSA). As to each such Mortgage Loan, Serviced Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, and in the same
manner as interest is calculated on such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage
Loan or Serviced Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any such Mortgage
Loan, Serviced Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage
Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced
and administered under this Agreement notwithstanding such Liquidation Event, then the applicable


 



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Servicing Fee shall continue
to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each such Mortgage Loan, Serviced Companion Loan and REO Revenues allocable as interest on
each such REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid
Servicing Fees in respect of any such Mortgage Loan, Serviced Companion Loan or REO Loan out of that portion of related payments,
Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries
of interest, to the extent permitted by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof or as provided in the following paragraph with respect to the Excess Servicing Fee). With respect to each Serviced
Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Companion
Loan, subject to the terms of the related Intercreditor Agreement.


 


The
Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense,
to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to
any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer,
sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor
a certificate substantially in the form of Exhibit TT-1 attached hereto, and (iii) the prospective transferee shall have
delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit TT-2 attached hereto.
None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Asset Representations
Reviewer or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the
Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer,
sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each
holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing
Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance
of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee
Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers,
the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Operating Advisor,
the Asset Representations Reviewer and the Special Servicer against any liability that may result if such transfer is not exempt
from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not
made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance
of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in
any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws


 



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or that
would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to
time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to
the related Mortgage Loan, Serviced Companion Loan or any successor REO Loan with respect thereto to which the Excess Servicing
Fee Right relates, shall pay, out of the Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced
Companion Loan or any successor REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing
Fee Right within one Business Day following the payment of such Servicing Fee to the Master Servicer, in each case in accordance
with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right
shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate
Administrator, the Custodian, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor,
the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the
assignment or transfer of the Excess Servicing Fee Right.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), with respect to each Serviced Mortgage Loan and any related Serviced Companion Loan, additional servicing compensation
in the form of the following amounts to the extent collected from the related Mortgagor:


 


(i)
100% of any defeasance fees actually collected during the related Collection Period in connection with the defeasance of a Serviced
Mortgage Loan or Serviced Whole Loan, if applicable (provided, that for the avoidance of doubt, any such defeasance fee shall
not include any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under
this Agreement);


 


(ii)
(x) 50% of Excess Modification Fees actually collected during the related Collection Period with respect to Serviced Mortgage
Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan) and paid in connection with a consent, approval
or other action that (i) is a Major Decision or an item under clause (e) or clauses (i)(A) or (B) of the definition of “Special
Servicer Decision” (in each case, regardless of who processes such consent, approval or other action) or (ii) is a Special
Servicer Decision processed by the Master Servicer and (y) 100% of Excess Modification Fees actually collected during the related
Collection Period with respect to Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion
Loan) and paid in connection with a consent, approval or other action that does not involve a Major Decision or Special Servicer
Decision; provided that the Master Servicer shall not be entitled to any COVID Forbearance Fees with respect to a Payment
Accommodation;


 


(iii)
(x) 100% of assumption fees, waiver fees, loan service transaction fees, earnout fees and other similar items collected during
the related Collection Period with respect to Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced
Companion Loan) in connection with a consent, approval or other action that does not involve a Major Decision or Special Servicer
Decision, and (y) 50% of assumption fees, waiver fees, loan service transaction fees, earnout fees and other similar items collected
during the related Collection Period with respect to Serviced Mortgage Loans that are not


 



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Specially Serviced Loans (and any related
Serviced Companion Loan) in connection with a consent, approval or other action that (i) is a Major Decision or an item under
clause (e) or clauses (i)(A) or (B) of the definition of “Special Servicer Decision” (in each case, regardless of
who processes such consent, approval or other action) or (ii) is a Special Servicer Decision processed by the Master Servicer;


 


(iv)
100% of assumption application fees and other similar items collected during the related Collection Period with respect to Serviced
Mortgage Loans (and any related Serviced Companion Loan) for which the Master Servicer is processing the underlying assumption
transaction (whether or not the consent of the Special Servicer is required);


 


(v)
(x) 100% of consent fees on Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion
Loan) in connection with a consent that does not involve a Major Decision or Special Servicer Decision, and (y) 50% of consent
fees on Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan) in connection
with a consent that (i) is a Major Decision or an item under clause (e) or clauses (i)(A) or (B) of the definition of “Special
Servicer Decision” (in each case, regardless of who processes such consent, approval or other action) or (ii) is a Special
Servicer Decision processed by the Master Servicer;


 


(vi)
any and all amounts collected for checks returned for insufficient funds on all Serviced Mortgage Loans and any Serviced Companion
Loan;


 


(vii)
100% of charges for beneficiary statements or demands actually paid by the Mortgagors relating to the accounts held by the Master
Servicer pursuant to this Agreement or the Mortgage Loan documents;


 


(viii)
the excess, if any, of Prepayment Interest Excesses (to the extent not payable by the Master Servicer as a Compensating Interest
Payment) over Prepayment Interest Shortfalls arising from any principal prepayments on the Serviced Mortgage Loans and any Serviced
Companion Loans; and


 


(ix)
Penalty Charges paid by the Mortgagors and accrued while the related Serviced Mortgage Loans or any related Serviced Companion
Loans were not Specially Serviced Loans to the extent provided in Section 3.11(d).


 


In
addition, with respect to the Collection Account, Companion Distribution Account or other account maintained by the Master Servicer
pursuant to this Agreement, the Master Servicer shall be entitled to retain as additional servicing compensation (other than with
respect to any Non-Serviced Mortgage Loan) 100% of charges for beneficiary statements or demands and other customary charges,
amounts collected by the Master Servicer for checks returned for insufficient funds and reasonable review fees in connection with
any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, in each case
only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection
Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject
to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i)


 



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interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution
Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date), (ii) interest or other income earned on deposits in the Servicing Accounts which are not
required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iii) the difference, if positive,
between Prepayment Interest Excesses (to the extent not payable by the Master Servicer as a Compensating Interest Payment) and
Prepayment Interest Shortfalls collected on the Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan, during the
related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be
required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including,
without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly
out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor
the Special Servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B)
to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective
portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any
right to share in any part of the other party’s portion of such fee. If the Special Servicer decides not to charge any fee,
the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would
have been entitled if the Special Servicer had charged a fee and the Special Servicer will not be entitled to any of such fee
charged by the Master Servicer.


 


Notwithstanding
anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association, may, at its option, assign
or pledge to any third party or retain for itself the Excess Servicing Fee Rights; provided, that in the event of any resignation
or termination of such Master Servicer, all or any portion of the Excess Servicing Fee Rights may be reduced by the Trustee to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master
servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at
a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Excess Servicing Fee Rights shall,
by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Excess
Servicing Fee to the holder of the Excess Servicing Fee Rights at such time and to the extent the Master Servicer is entitled
to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)        As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Loan and


 



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Serviced REO Loan. As to each Specially Serviced Loan and REO Loan, the Special Servicing
Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the
Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the
same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO
Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities
and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to
a Non-Serviced Mortgage Loan.


 


(c)        The Special Servicer shall be entitled to additional servicing compensation in the form of:


 


(i)
100% of Excess Modification Fees actually collected during the related Collection Period with respect to (x) any Specially Serviced
Loans and any related Serviced Companion Loan (or any successor REO Loan), (y) if the modification, waiver or amendment is a Special
Servicer Decision (other than under clause (e) or clauses (i)(A) or (B) of the definition of “Special Servicer Decision”)
processed by the Special Servicer, any Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced
Companion Loan) and (z) 100% of COVID Forbearance Fees related to any Payment Accommodation;


 


(ii)
50% of Excess Modification Fees collected during the related Collection Period with respect to Serviced Mortgage Loans that are
not Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action
that (A) is a Major Decision or an item under clause (e) or clauses (i)(A) or (B) of the definition of “Special Servicer
Decision” (in each case, regardless of who processes such consent, approval or other action) or (B) is a Special Servicer
Decision processed by the Master Servicer;


 


(iii)
(x) 100% of assumption fees, waiver fees, loan service transaction fees, earnout fees and other similar items collected during
the related Collection Period with respect to (A) Specially Serviced Loans and (B) if the related consent, approval or other action
is a Special Servicer Decision (other than under clause (e) or clauses (i)(A) or (B) of the definition of “Special Servicer
Decision”) processed by the Special Servicer, any Serviced Mortgage Loans that are not Specially Serviced Loans (and any
related Serviced Companion Loan), and (y) 50% of assumption fees, waiver fees, loan service transaction fees, earnout fees and
other similar items collected during the related Collection Period with respect to Serviced Mortgage Loans that are not Specially
Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that (A) is a
Major Decision or an item under clause (e) or clauses (i)(A) or (B) of the definition of “Special Servicer Decision”
(in each case, regardless of who processes such


 



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consent, approval or other action) or (B) is a Special Servicer Decision processed
by the Master Servicer;


 


(iv)
100% of assumption application fees and other similar items collected during the related Collection Period with respect to Serviced
Mortgage Loans (and any related Serviced Companion Loan, if applicable) for which the Special Servicer is processing the underlying
assumption transaction;


 


(v)
(x) 100% of consent fees on (A) Specially Serviced Loans and (B) if the related consent is a Special Servicer Decision (other
than under clause (e) or clauses (i)(A) or (B) of the definition of “Special Servicer Decision”) processed by the
Special Servicer, any Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan),
and (y) 50% of consent fees on Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion
Loan) in connection with a consent that (A) is a Major Decision or an item under clause (e) or clauses (i)(A) or (B) of the definition
of “Special Servicer Decision” (in each case, regardless of who processes such consent, approval or other action)
or (B) is a Special Servicer Decision processed by the Master Servicer;


 


(vi)
100% of charges for beneficiary statements or demands actually paid by the Mortgagors relating to the accounts held by the Special
Servicer pursuant to this Agreement or the Mortgage Loan documents; and


 


(vii)
Penalty Charges paid by the Mortgagors and accrued while the related Serviced Mortgage Loans or any related Serviced Companion
Loans were Specially Serviced Loans to the extent provided in Section 3.11(d).


 


Subject
to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of interest
or other income earned on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date).
In addition, the Special Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation
(other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid
by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in
the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it
remains a Corrected Loan; provided, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected
Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee
Amount received by the Special Servicer; provided, further, that in the event the Workout Fee collected over the
course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to
an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result
in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion


 



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Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected
Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in
full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced
Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan (together with any related
Serviced Companion Loan) again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect
to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the
right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Serviced Companion Loan that became
Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the
Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for
cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer
had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was
terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic
Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic
Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not
be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to (a) each
Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property)
as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgage
Loan repurchased by a Mortgage Loan Seller (or for which a Loss of Value Payment was made), in each case, subject to the exceptions
set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and
Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to
any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and
out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest
on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive
a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,
with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided
in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or
indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage
Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty
Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of
REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring
against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly
out


 



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of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special
Servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent
either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to
share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been
entitled if the Master Servicer had charged a fee and the Master Servicer will not be entitled to any of such fee charged by the
Special Servicer.


 


(d)        In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Serviced Mortgage Loan and any related Companion Loan since
the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or
the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a
Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable
Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced Whole Loan pursuant
to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on
such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee
pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all
interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in
an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with
respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by
the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan (or, if provided
under the related Intercreditor Agreement, any related Serviced Pari Passu Companion Loan). Penalty Charges (other than with respect
to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA)
remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any
related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage
Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional
servicing compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the
Special Servicer, on a pro rata basis, based on the Master Servicer’s and the Special Servicer’s respective
entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect
to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after


 



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payment of all related Advances
and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)        With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML,
Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)         The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan or Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)        Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


(h)        If a Servicing Shift Mortgage Loan becomes a Specially Serviced Loan prior to the related Servicing Shift Securitization Date,
the Special Servicer shall service and administer the related Servicing Shift Whole Loan and any related REO Property in the same
manner as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect
to such Servicing Shift Whole Loan during the period for which it acts as Special Servicer of such Servicing Shift Whole Loan.
With respect to each Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, no other special
servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still
a Specially Serviced Loan on the related Servicing Shift Securitization Date, the related Non-Serviced Special Servicer and the
Special Servicer shall be entitled to compensation with respect to the related Servicing Shift Whole Loan as if the Special Servicer
were being terminated as Special Servicer and the related Non-Serviced Special Servicer were replacing it as the successor special
servicer. Upon receipt of notice of its termination as


 



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Special Servicer with respect to a Servicing Shift Whole Loan, the Special
Servicer shall reasonably cooperate with the related Non-Serviced Special Servicer in connection with the servicing transition
of the related Servicing Shift Whole Loan on and after the related Servicing Shift Securitization Date.


 


Section
3.12        Inspections; Collection of Financial Statements. (a)  The Master
Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each
Mortgaged Property relating to a Serviced Mortgage Loan (other than any Specially Serviced Loan) with a Stated Principal Balance
of (i) $2,000,000 or more at least once every twelve (12) months, and (ii) less than $2,000,000 at least once every
twenty-four (24) months, in each case, commencing in the calendar year 2023; provided, that if a physical inspection has
been performed by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material
change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, or cause
to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than 60
days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged
Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long
as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second
proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor,
reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account
pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable,
subject to the terms of the related Intercreditor Agreement, first, from the related Serviced Subordinate Companion Loan, if any,
and then, pro rata and pari passu, from the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loans,
in accordance with their respective Stated Principal Balances, in each case, prior to being payable out of general collections.
The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such
inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying
the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the Master
Servicer or Special Servicer, as applicable, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the
condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the Master Servicer or Special Servicer, as applicable, deems material, (iv) any visible material waste committed
on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs
of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver
or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer,
respectively, to the other party, to the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination
Event and subject to the DCH Limitations). Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format)
of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website for review by NRSROs that are Privileged Persons. In respect of
any Mortgage Loan that


 



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is a Specially Serviced Loan, prior to the occurrence of a Consultation Termination Event (and subject
to the DCH Limitations), the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder
and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further
notice).


 


(b)        The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan, shall use efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor quarterly
and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly
and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of
the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage
Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage
Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required to request
such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant
to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements,
budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following
their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee, the
Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty
(60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing
2023. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer shall
deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or Special Servicer, as applicable, upon request of any Rating Agency, shall deliver copies of all
or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Furthermore,
with respect to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual
or quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g., debt yield tests, debt
service coverage ratio tests and/or loan-to-value ratio tests) in connection with cash management triggers or the commencement
of additional required Escrow Payments, the Master Servicer (only to the extent the related information required for such testing
is to be delivered to the Master Servicer pursuant to the related Mortgage Loan documents and is actually delivered to the Master
Servicer), shall use reasonable efforts to conduct such financial testing within the timeframes contemplated by such Mortgage
Loan documents. Furthermore, in accordance with this Section 3.12(b), with respect to any Serviced Mortgage Loan (or Serviced
Whole Loan), the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect financial statements
from the related Mortgagor for the periods set forth in the related Mortgage Loan Documents.


 


In
addition, the Master Servicer (with respect to each Serviced Mortgage Loan that is not a Specially Serviced Loan) or the Special
Servicer (with respect to Specially Serviced Loans


 



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and each REO Property related to a Serviced Mortgage Loan), as applicable,
shall prepare with respect to each related Mortgaged Property or such REO Property, as applicable:


 


(i)         within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing with the quarter ending September
30, 2022, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required
by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information)
for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, that any analysis or report
with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable
CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines
provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged
Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is
on the CREFC® Servicer Watch List). The Master Servicer (with respect to each Serviced Mortgage Loan, provided
that with respect to Specially Serviced Loans and REO Properties, the Special Servicer shall first deliver the related CREFC®
Operating Statement Analysis Report and operating statements to the Master Servicer) shall deliver or make available copies
(in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating
statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and the Special Servicer.


 


(ii)        within forty-five (45) days after receipt of an annual operating statement or rent roll (if and to the extent any such information
is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results
as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing
within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2022,
a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the
computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master
Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to each
Serviced Mortgage Loan, provided that with respect to Specially Serviced Loans and REO Properties, the Special Servicer shall
first deliver the related CREFC® NOI Adjustment Worksheet and the operating statements or rent rolls to the Master Servicer)
shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the
related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any
Serviced Companion Loan) and the Special Servicer.


 






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Notwithstanding
the foregoing, any documentation delivered pursuant to clause (i) or (ii) above shall be delivered, upon the request
of any Rating Agency, to the 17g-5 Information Provider.


 


(c)           At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or
cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans
(excluding, for the Directing Certificateholder, any Excluded DCH Loans) and any REO Properties (other than a Non-Serviced
Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable
to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer
Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC® reports:
(i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


(d)           Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning May 2022, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special
Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required
to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer
and Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination
Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the
CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable
Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally,
not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning May 2022, the Master Servicer shall deliver
or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special
Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning May
2022, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal Reduction
Template if provided for such Distribution Date. In no event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by
the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


 



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(e)           Not later than 5:00 p.m. (New York City time) two (2) calendar days following each Distribution Date (provided that if such second
calendar day is not a Business Day, then the immediately succeeding Business Day), the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer shall
have no obligation to prepare or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless
the Depositor has delivered the items required by Section 2.01(j). If the CREFC® Schedule AL File is not
received by the Certificate Administrator by 5:00 p.m. (New York City time) two (2) calendar days following each Distribution
Date (provided that if such second calendar day is not a Business Day, then the immediately succeeding Business Day), the Certificate
Administrator shall request such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com
with a copy to the Depositor at cmbs_notices@morganstanley.com. In preparing the CREFC® Schedule AL File and any
Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the
Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance
with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities
Act as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to
the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File,
deliver any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC®
Schedule AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator
nor the Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional
Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC®
Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate Administrator shall not be required
to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or any Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge
of the contents of any CREFC® Schedule AL File or any Schedule AL Additional File solely by virtue of its receipt
thereof.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


 


(f)            The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided
by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports



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 are,
in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section
3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section
3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to
the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by
the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section
3.12(c) of this Agreement.


 


(g)           Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the
Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(h)           Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on the Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13        Access to Certain Information. (a)  Each of the Master
Servicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate
Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial
institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory
agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority
that may exercise authority over any such Certificateholder and to each Holder of a Non-Registered Certificate, access to any
documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a 



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Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control
which may be required by applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator,
such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person
and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than
from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,
as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such
access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The
failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a
confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer
to any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions
on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially
in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if
such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions
of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any
provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent
that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent
with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan
or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the
Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially
harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing
information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout or
exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any Serviced Subordinate Companion Loan, the holder of
such Serviced Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer
(with respect to Specially Serviced Loans), the Master Servicer or the Special Servicer, as applicable, may provide (or make available
electronically) at the expense of such Certificateholder or holder of such Serviced Subordinate Companion Loan, as applicable,
copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related
Serviced Whole Loan or Serviced AB Whole Loan, if



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 requested by the holder of a Serviced Subordinate Companion Loan, as the case
may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with
such request, the Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable,
generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose
of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such Serviced Subordinate
Companion Loan, as applicable, may have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder or Certificate Owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence
Files.


 


(b)           The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date
Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)        The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)            
the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to
the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)            
this Agreement and any amendments and exhibits hereto;


 


(C)            
any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)            
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)             
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)           the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)            
any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


 



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(iii)      The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)            
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and


 


(B)             
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time;


 


(iv)      The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)            
summaries of Final Asset Status Reports or, prior to a Serviced AB Control Appraisal Period, summaries of Asset Status Reports
approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant
to Section 3.19(d);


 


(B)             
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)             
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)            
the CREFC® Appraisal Reduction Template; and


 


(E)             
any Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(v)           The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)            
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)             
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)             
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)            
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 



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(E)             
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice
required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)              any Asset Review Report Summary received by the Certificate Administrator;


 


(G)            
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)            
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by
the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)               any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)              
any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)            
any notice of termination pursuant to Section 9.01;


 


(L)            
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the
acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section
3.26 or Section 12.03, respectively;


 


(M)           
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


 


(N)            
any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


 


(O)            
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred
or is terminated;


 


(P)             any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)            
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)            
any assessments of compliance delivered to the Certificate Administrator; and


 



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(S)             any attestation reports delivered to the Certificate Administrator;


 


(T)             any “special notices” requested by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06;


 


(U)            
any Proposed Course of Action Notice; and


 


(V)            
any notices or documents provided to the Certificate Administrator by the Depositor or the Master Servicer for posting to the
“Special Notices” tab;


 


(vi)          the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)         solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(viii)        the “US Risk Retention Special Notices” tab, which will contain any notices relating to ongoing compliance by each
Retaining Party with the hedging, transfer, financing and other restrictions under the Risk Retention Rule;


 


provided,
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded DCH Loan, the Certificate Administrator shall only be required to provide notice of the occurrence and continuance
of such event if it has been notified of or has knowledge of the existence of such Excluded DCH Loan.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “US Risk Retention Special Notices”
tab described in clause (viii) above, provide email notification to any Privileged Person (other than Financial Market
Publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted
to the “US Risk Retention Special Notices” tab.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “US Risk Retention Special Notices”
tab described in clause (viii) above, include a fixed statement in the Distribution Date Statement that risk retention
notices, if any, can be found on the “US Risk Retention Special Notices” tab.


 


Notwithstanding
the description set forth above, for purposes of obtaining information or access to the Certificate Administrator’s Website,
all Excluded Information shall be made available under one separate tab or heading rather than under the headings described above
in the preceding paragraphs.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate 



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Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following
items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect
to the Master Servicer, in electronic form) of an investor certification substantially in the forms of Exhibit P-1D and
Exhibit P-1B and upon delivery to the Certificate Administrator in physical form of an investor certification substantially
in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling
Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each require
and rely on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder
or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an
investor certification in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class
Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling
Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded
Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the
Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated
with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling
Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.
Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder
shall submit a new investor certification substantially in the form of Exhibit P-1D to access the information on the Certificate
Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded
Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation



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 is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s))
made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on
the Certificate Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall
mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the
Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if
possible at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder, the Risk Retention Consultation Party or any
Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan or Excluded RRCP Loan with respect to which such party is not a Borrower Party and, if such Excluded Information
is not available to such party on the Certificate Administrator’s Website because of such party’s Excluded Controlling
Class Holder status (or such party’s status as Risk Retention Consultation Party with respect to an Excluded RRCP Loan),
such party shall be permitted to obtain such information from the Master Servicer or Special Servicer in accordance with Section
4.02(f) of this Agreement. The provisions in this Section 3.13(b) shall not limit the Master Servicer’s ability
to make accessible certain information regarding the Mortgage Loans at a website maintained by the Master Servicer.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form
of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website)
if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive
prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related
Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate
Administrator in accordance with Section 3.32.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related 



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Borrower Party, (B) any related Excluded Controlling Class Holder,
(C) any employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its
actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will
maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


To
the extent the Risk Retention Consultation Party, the Retaining Sponsor or a holder of the VRR Interest receives access pursuant
to this Agreement to any information solely related to an Excluded RRCP Loan (which shall include any Asset Status Reports, Final
Asset Status Reports (or summaries thereof) and inspection reports related to Specially Serviced Loans conducted by the Special
Servicer, and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special
Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section
3.26(e), and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting
any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information
with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate
Administrator’s Website or otherwise receives access to such information, such receiving party shall be deemed to have agreed
that it (i) will not directly or indirectly provide any such information to (A) any related Borrower Party, (B) any employees
or personnel of such receiving party or any of its Affiliates involved in the management of any investment in any related Borrower
Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in any related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above. For the avoidance of doubt, any file or report
contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File
relating to any such applicable Excluded RRCP Loan) shall be considered information that is aggregated with information of other
Mortgage Loans at a pool level.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the
acceptance of a disclaimer. 



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The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)           The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “MSC 2022-L8” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any notices of waivers under Section 3.08(d);


 


(ii)           any Final Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          any notice of final payment on the Certificates;


 


(iv)          any environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)           any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)         any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating
Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)            any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)           any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)          any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 



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(xiii)        any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to
Section 7.01;


 


(xiv)        any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)         any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(viii);


 


(xvi)        any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)      any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section
11.09 or Section 11.10; and


 


(xix)         any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s
Website. Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.,
New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New
York City time; provided, further, that any information delivered pursuant to Section 3.13(e) shall be posted
in accordance with Section 3.13(e). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm
or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise
is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, each
of the Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information
Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not
be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate Administrator’s
Website or the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate
Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider
to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may
be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency



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 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., New York City time, on such Business Day or, if received after 2:00
p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing
“MSC 2022-L8” in the subject line).


 


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 3.13(c). 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.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5
Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional
information.


 


The
17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or document was received and that it has been posted. Except
as provided in Section 3.13(e), the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated
to send such information, report, notice or document to the applicable Rating Agency following the earlier of (a) receipt of notification
from the 17g-5 Information Provider that such information, report or other document has been posted to the 17g-5 Information Provider’s
Website and (b) after 2:00 p.m. (New York City time) on the first Business Day following the date the Master Servicer or the Special
Servicer, as applicable, has provided such information, report, notice or other document to the 17g-5 Information Provider (other
than in accordance with Section 3.13(e)). The 17g-5 Information Provider shall notify each Person that has signed-up for
access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an
additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such
document in the subject line or otherwise in the body of the email notice. 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 P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered
to it via electronic mail at 



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17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSC
2022-L8” and an identification of the type of information being provided in the body of such electronic mail, or via any
alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved
by the 17g-5 Information Provider.


 


(d)           The Depositor hereby authorizes the Certificate Administrator to make available to the Financial Market Publishers or such other
vendor chosen by the Depositor upon delivery by such vendor to the Certificate Administrator of a certification in the form of
Exhibit P-3 hereto (which certification may be submitted electronically via the Certificate Administrator’s
Website), all the Distribution Date Statements, CREFC® Reports and supplemental notices with respect to such Distribution
Date Statements and CREFC® Reports to Privileged Persons.


 


(e)           The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that
relates to two or more transactions to the 17g-5 Information Provider. Provided such information is specifically designated by
the Master Servicer or Special Servicer as a bulk delivery, such specifically labeled bulk information shall be posted by the
17g-5 Information Provider, and the 17g-5 Information Provider may, but shall not be obligated to, post such bulk information
in accordance with the timeframe provided in Section 3.13(c).


 


(f)            The Master Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce or otherwise
make available through its website or otherwise, any additional information relating to the Mortgage Loans (other than any Non-Serviced
Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced Mortgaged Property),
or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor Certification
in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)
(in the case of deliveries to a Rating Agency, subject to the conditions set forth in the penultimate paragraph of Section
3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions
on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or
by the related Mortgage Loan documents. The Master Servicer shall be entitled to (i) indicate the source of such information
and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality
agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement
if such information is being provided through the Master Servicer’s website, and (B) acknowledge that the Master Servicer
may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a reasonable
and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection
with providing access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders
the form of confidentiality agreement used by the Master Servicer 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



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 or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such
information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment
advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or
an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information confidential with no further dissemination (except that such
Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered
investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed
and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(g)           The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth
in Section 3.13(c) the same day such communication takes place; provided, further that the summary of such
oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall
post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in
Section 3.13(c).


 


(h)           The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
and the Risk Retention Consultation Party such reports, notices and other information produced or otherwise available to the Directing
Certificateholder (other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports and any Major Decision Reporting Package with respect to a Non-Specially Serviced Loan),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement or requested by the Risk Retention Consultation Party in electronic format and that are not available on the Certificate
Administrator’s Website or included in any reports distributed by the Certificate Administrator. Notwithstanding anything
to the contrary in this Agreement, so long as LNR Partners, LLC is the Special Servicer hereunder, it shall not be required to
consult with or provide any reports or information to the Risk Retention Consultation Party.


 


(i)            None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, 



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between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation
of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as applicable, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that
it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates (and the
party providing such information to a Rating Agency shall, upon request, certify to the Depositor that it received the confirmation
described in this clause (z) or provide the Depositor with a copy of such confirmation from the applicable Rating Agency);
provided, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the
extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised of information
collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s
website that they have access to) other than pursuant to this Section 3.13(i).


 


(j)            The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14        Title to REO Property; REO Account. (a)  If title to any
Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) and
thus becomes REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable
law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee
on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced
Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section
3.14. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell
any REO Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such
REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8)
of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days
prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC
Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service
to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed
to the Trustee and the Certificate Administrator, to the effect that the holding 



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by the Trust of such REO Property subsequent
to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event.
If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the
Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion
of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by
clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account
pursuant to Section 3.05(a).


 


(b)           The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be
an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business
Days after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master
Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change
thereof.


 


(c)           The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days
after such amounts are received and properly identified and determined to be available (or, with respect to a Serviced Companion
Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO
Account and remit to the Master Servicer which shall deposit into the Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each REO Property during the Collection Period ending on such
Determination Date, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net
Investment Earnings on amounts on deposit in the REO Account; provided, that the Special Servicer may retain in such REO
Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable
reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO
Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c),
the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for
deposit in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts received by the
Master Servicer as of the Determination Date as instructed by the Special Servicer (or with respect to an REO Loan



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 that is a successor
to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)           The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15        Management of REO Property. (a)  If title to any REO Property
is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced
Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of
the Lower-Tier Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code
or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however,
the Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests
of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s))
and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate
or pari passu nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable
judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15,
the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn
“net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that
the net-after tax benefit to Certificateholders and, if applicable, any related Companion Holder(s), as a collective whole, could
reasonably be expected to be greater than another method of operating or net leasing the Mortgaged Property. In connection therewith,
the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days
following receipt of such properly identified and available funds) in the applicable REO Account all revenues received by it with
respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit
therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such
REO Property, including, without limitation:


 


(i)            all insurance premiums due and payable in respect of such REO Property;


 


(ii)           all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          any ground rents in respect of such REO Property, if applicable; and


 


(iv)          all costs and expenses necessary to maintain and lease such REO Property.


 



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To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving
notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its
own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the
Trustee, the Special Servicer, the Depositor, the Certificate Administrator and (prior to the occurrence of a Consultation Termination
Event and subject to the DCH Limitations) the Directing Certificateholder) such advances would, if made, constitute Nonrecoverable
Servicing Advances.


 


(b)           Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)            permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real Property;


 


(ii)           permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)          authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related
Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)          Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any
date more than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)           The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within
ninety (90) days of the acquisition date thereof, provided that:


 


(i)            the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)           the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


 



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(iii)          any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed
in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the Special Servicer upon receipt;


 


(iv)          none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


 


(v)           the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)           When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a
statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16        Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty
(30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required
to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such
Defaulted Loan in accordance with the Servicing Standard; provided, that if the Special Servicer is then in the process
of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination
as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special
Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related
Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master
Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)           If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing
the other, any related 



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Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under
the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)          If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement, has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to realize a fair price, if and when the Special Servicer determines, consistent
with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the related
Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related
Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion
Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and subject to the DCH Limitations) such Non-Serviced Mortgage
Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders
and, subject to the terms of the related Intercreditor Agreement, the Special Servicer shall be entitled to the liquidation fee
that the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced
Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor, the Directing Certificateholder (subject to the DCH Limitations) and the Risk Retention Consultation Party not less than
ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least
equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the highest
cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)          (A)  In the case of a Specially Serviced Loan which is a continuing Defaulted Loan, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the
Special Servicer may solicit offers and, subject to subclause (B) below, accept the highest offer received from any
Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person
other than an Interested Person. In determining whether any highest offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal,
updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months),
among other factors, the period and amount of the occupancy level and physical condition of the



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 related Mortgaged Property and
the state of the local economy. If the highest offeror is an Interested Person, the Trustee shall determine whether the offer
constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested
Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least one other offer is
(or, if required by a related Intercreditor Agreement, two other offers are) received from an independent third party. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by
the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)             The Special Servicer will not be obligated to accept the first or highest offer if the Special Servicer determines (subject to
the DCH Limitations, in consultation with the Directing Certificateholder (unless a Consultation Termination Event shall have
occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the
related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor
Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in the case of
a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective
whole, as if such 



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Certificateholders and, if applicable, the related Companion Holder constituted a single lender and, with respect
to a Whole Loan with a Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan).
In addition, the Special Servicer may accept a lower offer from any Person other than the Special Servicer or an Affiliate if
it determines, in accordance with the Servicing Standard, that the acceptance of such offer would be in the best interests of
the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion
Holder constituted a single lender and, with respect to a Whole Loan with a Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan) (for example, if the prospective buyer making the lower offer is more likely
to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer
shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt,
the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant to this Section
3.16, on the basis of anything other than the related Appraisal.


 


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


 


(b)           (i)  (A)  The
Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such purchase
shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the
entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator,
the Directing Certificateholder (subject to the DCH Limitations, and prior to the occurrence of a Consultation Termination Event),
and the Risk Retention Consultation Party, not less than ten (10) days’ prior written notice of its intention to (i) purchase
any REO Property at the Purchase Price (which Purchase Price will be stated in the related notice) therefor or (ii) sell
any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property
in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing
Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer,
or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds
of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant
to a brokerage agreement entered into at arm’s length.


 



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(B)            
In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable
Purchase Price and (ii) is the highest offer received; provided, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)            
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if
the Special Servicer determines (in consultation with the Directing Certificateholder (unless a Consultation Termination Event
exists and subject to the DCH Limitations)), in accordance with the Servicing Standard, that rejection of such offer would be
in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and
in either case, as a collective whole (taking into account the pari passu or subordinate nature of any Serviced Companion
Loans). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard,
that acceptance of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole
Loan, the related Companion Holder, and in either case, as a collective whole (taking into account the pari passu or subordinate
nature of any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform
its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that
the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)            
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining 



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whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local
economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)           Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in
negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the
collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents
may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated
in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee shall have any liability to the Trust
or any Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.


 


(c)           Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)           With respect to each Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if
such Serviced Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage Loan that
has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell each related Serviced
Pari Passu Companion Loan (and, if required by the related Intercreditor Agreement, each related Serviced Subordinate Companion
Loan) together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to the Special Servicer
in writing. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price
for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person
and by the Trustee if the offeror is an Interested Person. The Special Servicer will not be permitted to sell the related Mortgage
Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written
consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if
the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior
written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted
sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most
recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file



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 reasonably requested by the
holder of the related Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu 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
and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with
the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit
an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted
to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related
Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole
Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar
to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to
use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)           (i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor
Agreement, the holder of the related Serviced Subordinate Companion Loan for each applicable Serviced Whole Loan will have the
right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the Serviced Subordinate
Companion Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such
Serviced Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this
Agreement, the related Serviced Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)           Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the
related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the
related Intercreditor Agreement.


 


(f)            Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will
be on a servicing released basis.


 



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(g)           In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


(h)           Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund
and any related Companion Loan holders any personal property pursuant to this Section 3.16 unless either:


 


(i)            such personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund and the related Companion Loan holders; or


 


(ii)           the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust)
to the effect that the holding of such personal property by the Lower-Tier REMIC will not cause an Adverse REMIC Event at any
time that any Certificate is outstanding.


 


Section
3.17        Additional Obligations of Master Servicer and Special Servicer. (a)  The
Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan, which is required to be distributed to the holder thereof by the Master Servicer)
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated
to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each
P&I Advance Date, without any right of reimbursement therefor.


 


(b)           The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)           Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to defer such reimbursement for such
portion of the Nonrecoverable Advance during the Collection Period, for successive one-month periods for a total period not
to exceed twelve (12) months (provided that, subject to the DCH Limitations, any such deferral exceeding six (6) months
shall require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder),
and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer
or the Trustee makes such an election at its 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



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 subsequent collection period (subject, again, to the
same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable
first from principal collections as described above prior to payment from other collections). In connection with a potential
election by the Master Servicer, the Special Servicer or the Trustee to defer the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the Collection Period for any Distribution Date, the Master Servicer, the Special Servicer or
the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end of
such Collection Period before making its determination of whether to defer the reimbursement of a particular Nonrecoverable Advance
or portion thereof; provided, that if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable,
elects, in its sole discretion, not to defer such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a Collection Period will exceed the full amount of the principal portion of general collections on or in respect
of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer, the Special Servicer
or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’
notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
unless extraordinary circumstances make such notice impractical, which shall mean that (i) the Master Servicer, the Special Servicer
or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice could
jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information becomes
known to the Master Servicer, the Special Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) the Master Servicer, the Special Servicer or the Trustee, as the case may be, has not timely received
from the other such party information required by it to determine whether to defer reimbursement for a Nonrecoverable Advance.
If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master
Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second
preceding sentence shall in no way affect the Master Servicer’s, the Special Servicer’s or the Trustee’s decision
to defer such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any
principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the
Trustee, as applicable, shall have no liability for any loss, liability or expenses resulting from any notice provided to the
Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section 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, that
the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If



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 the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead
of deferring such reimbursement, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled
to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the
Collection Account for such Distribution Date (deemed first from principal and then interest). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special
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 Master
Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed
to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Special Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this section or for any losses, damages or other adverse
economic or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing
Standard or any duty under this Agreement. Neither the Master Servicer, the Special Servicer nor the Trustee shall have any liability
whatsoever for making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 


No
determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, to exercise its sole option to defer
the reimbursement of Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer,
the Special Servicer or the Trustee, as applicable, to subordinate (in respect of realizing losses), to any Class of Certificates,
such party’s right to such reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)           With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be
used, if permitted under the loan documents, to defease the loan, or may be used to prepay the



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 Mortgage Loan (or Serviced Whole
Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)           Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of any such modification or amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18        Modifications, Waivers, Amendments and Consents. (a)  Modifications,
waivers, amendments and consents with respect to the Mortgage Loans shall be processed and consented to by the parties specified
in, and subject to the procedures specified in, Section 3.34.


 


Notwithstanding
anything to the contrary herein, with respect to any relevant modification, waiver or amendment, the Special Servicer shall use
its reasonable efforts to the extent possible to cause each modified Serviced Mortgage Loan to fully amortize prior to the Rated
Final Distribution Date. The Special Servicer shall not agree to any modification, waiver or amendment that (1) extends the Maturity
Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) if the related Mortgage Loan
is secured solely or primarily by a leasehold estate and not the related fee interest, the date occurring twenty (20) years (or,
to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease and (a)
with the consent of the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and
subject to the DCH Limitations), and (b) upon request of the Risk Retention Consultation Party, with non-binding consultation
with the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the
Directing Certificateholder, ten (10) years) prior to the expiration of such leasehold estate plus any options to extend exercisable
unilaterally by the Mortgagor; or (2) provides for the deferral of interest unless interest accrues on the Mortgage Loan or the
related Serviced Whole Loan at the related Mortgage Rate.


 


If
a modification, waiver or amendment of any term of a Mortgage Loan or related Companion Loan would extend the Maturity Date of
such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of
such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer (if such modification, waiver
or amendment is processed by the Master Servicer) or the Special Servicer (if such modification, waiver or amendment is processed
by the Special Servicer) shall (1) provide the Trustee, the Certificate Administrator, the Master Servicer (if such modification,
waiver or amendment is processed by the Special Servicer), the Special Servicer (if such modification, waiver or amendment is
processed by the Master Servicer), the Operating Advisor, each related Other Master Servicer, each related Other Trustee and (prior
to the occurrence and during the continuance of a Consultation Termination Event and subject to the DCH Limitations) the Directing
Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage
Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance
with Section 3.11(d)) that such extension would not 



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constitute a “significant modification” of the Mortgage Loan and/or
Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard,
(A) prior to the occurrence and during the continuance of a Control Termination Event (subject to the DCH Limitations) obtain
the consent of the Directing Certificateholder; (B) after the occurrence and during the continuance of a Control Termination Event,
but prior to a Consultation Termination Event (subject to the DCH Limitations) consult with the Directing Certificateholder pursuant
to Section 6.08 hereof; and (C) unless an Excluded RRCP Loan is involved, consult with the Risk Retention Consultation Party pursuant
to Section 6.08. Notwithstanding anything to the contrary in this Agreement, so long as LNR Partners, LLC is the Special
Servicer hereunder, it shall not be required to consult with or provide any reports or information to the Risk Retention Consultation
Party.


 


Any
fees or other charges charged by the Special Servicer in connection with processing any Payment Accommodation with respect to
any Mortgage Loan or Serviced Whole Loan (in the aggregate with each other such Payment Accommodation with respect to such Mortgage
Loan or Serviced Whole Loan), in each case as a result of the COVID-19 emergency, may not exceed an amount equal to 0.30% of the
Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan (“COVID Forbearance Fees”) (excluding
attorneys’ fees and third party expenses) and may only be borne by the Mortgagor, not the Trust.


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or
more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is
not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation
from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, and the Risk Retention
Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event
(and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of
the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense
of the Trust) with respect thereto).


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any
Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to
approve the calculation of the



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 related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged
Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties,
for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC
Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer
or Special Servicer, as applicable, shall require payment of principal by a “qualified amount” as determined under
Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such
amount is not paid the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 


(b)           If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or
deferral of interest or principal or the substitution of collateral pursuant to the terms of a Serviced Mortgage Loan and/or related
Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms of a Specially
Serviced Loan (with respect to which a payment default or other material default has occurred or a payment default or other material
default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of
the Special Servicer)) is reasonably likely to produce a greater (or equivalent) recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders
of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree
to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of Section 3.18(a),
this Section 3.18(b) and Section 3.18(c), (y) (a) prior to the occurrence and continuance of a Control Termination
Event and subject to the DCH Limitations, the approval of the Directing Certificateholder (or after the occurrence and during
the continuance of a Control Termination Event, but prior to a Consultation Termination Event (and subject to the DCH Limitations),
upon consultation with the Directing Certificateholder) and (b) upon request of the Risk Retention Consultation Party, non-binding
consultation with the Risk Retention Consultation Party (within the same time period as it would obtain the approval of, or consult
with, the Directing Certificateholder); provided, that for so long as LNR Partners, LLC is the Special Servicer hereunder,
it shall not be required to consult with or provide any reports or information to the Risk Retention Consultation Party; provided,
further, that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related Serviced
AB Control Appraisal Period, the approval of the holder of the related Serviced Subordinate Companion Loan will be required to
the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation
rights regarding the matter; and (z)  the rights of any related Serviced Companion Noteholder or any related mezzanine lender,
to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each
case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained
an Opinion of Counsel that such release or substitution would not be a “significant modification” of the Mortgage
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC



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 Event. Notwithstanding
anything herein to the contrary, with respect to any Excluded DCH Loan (regardless of whether a Control Termination Event has
occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


Neither
the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the application
of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with respect
to the Mortgage Loans in a manner that would have the effect of placing amounts payable as compensation, or otherwise reimbursable,
to such Master Servicer or Special Servicer in a higher priority than the allocation and payment priorities set forth in Section
3.02(b) or in the related Intercreditor Agreement.


 


(c)           Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is
in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or
any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be
a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)           To the extent consistent with this Agreement (including, without limitation, Section 3.18(a) and Section 6.08),
the Master Servicer (as provided in Section 3.01(a), Section 3.08(a), Section 3.08(b) and Section 3.18
and subject to the Special Servicer’s processing and consent procedures specified in Section 3.34) or the Special
Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or
Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver,
modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making this determination,
the Master Servicer or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator
if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification
or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account
pursuant to Section 3.05(a); provided that the Master Servicer or Special Servicer, as the case may be, shall use
its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage
Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of
any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due
Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any
Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 



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(e)           Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request
by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)            All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)           With respect to any modification, waiver or amendment that it is responsible for processing pursuant to Section 3.34, the
Special Servicer or the Master Servicer, as applicable, shall notify the Special Servicer (if such action is processed by the
Master Servicer), the Master Servicer (if such action is processed by the Special Servicer), the Trustee, the Certificate Administrator,
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder
(prior to the occurrence and continuance of a Consultation Termination Event and subject to the DCH Limitations), the applicable
Companion Holder (unless, with respect to a holder of a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period
has occurred, if applicable), the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Loan) and the
17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized
and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. The
party that is responsible for processing such action shall deliver to the Custodian with a copy to the Master Servicer (if such
notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement
relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution
thereof and, if required by the related Intercreditor Agreement, with a copy to the applicable Companion Holder, if any. Following
receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder
of a Certificate (other than the Class R Certificates). With respect to the processing of any modification, waiver or consent
related to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer processes
such modification, waiver or consent pursuant to Section 3.34) or the Master Servicer (if the Master Servicer processes
such modification, waiver or consent pursuant to Section 3.34) shall, on or before the later of (i) 3:00 p.m.
on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or Special
Servicer, as applicable, obtaining actual knowledge of the incurrence of such Additional Debt or mezzanine debt, deliver notice
of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to



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 cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in
the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite
information or can reasonably obtain such information, (1) the amount of Additional Debt that was incurred in the related
Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and Additional
Debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt. In the event that
either (i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in
a manner reasonably acceptable to the Master Servicer, Special Servicer and Certificate Administrator, as applicable, and the
Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting Package
enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate
Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK
shall no longer be required hereunder. From time to time, the Master Servicer, Special Servicer and Certificate Administrator
may agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)           Subject to the processing and consent procedures specified in Section 3.34 with respect to Major Decisions and Special
Servicer Decisions, the Master Servicer shall process all defeasances of Serviced Mortgage Loans and Serviced Companion Loans
in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto; provided, that any such defeasance fee shall not include any Modification Fees or waiver fees in connection with
a defeasance that the Special Servicer is entitled to under this Agreement. Notwithstanding the foregoing, the Master Servicer
shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any
Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance
complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement
collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments
under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and
principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of
the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions
of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first
priority perfected security interest in such substituted Mortgaged Property; provided, that, to the extent consistent with
the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of
any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor
mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents
and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the related Mortgagor
to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to
the extent permissible under the Mortgage 



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Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall
obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25); provided, further, that no such confirmation from any Rating Agency shall be required
to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U
hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a
Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the
aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage
Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items
specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related
Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth
in the applicable Mortgage Loan Purchase Agreement.


 


(i)            Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the
contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof),
in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special
Servicer’s processing and/or consent rights pursuant to Section 3.34) reasonably determines that allowing their use
would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of
Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion
Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and
would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; provided, further, that the
requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; provided,
further, that such securities are backed by the full faith and credit of the United States government, or the Master Servicer
shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding
the foregoing, with respect to the Serviced Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings LLC
(“MSMCH”) and subject to defeasance, MSMCH has retained the right of the lender under the Mortgage Loan 



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documents
to (i) receive a percentage of the economic benefit associated with the ownership of the successor borrower, (ii) designate and
establish the successor borrower and (iii) purchase (or cause the purchase on behalf of the related borrower of) the related defeasance
collateral (“MSMCH Seller Defeasance Rights and Obligations”). If the Master Servicer receives notice of a
defeasance request with respect to a Serviced Mortgage Loan originated or acquired by MSMCH and subject to defeasance, the Master
Servicer shall not take any action with respect to such MSMCH Seller Defeasance Rights and Obligations and shall provide, within
five (5) Business Days of receipt of such notice, written notice of such defeasance request to MSMCH or its assignee. Until such
time as MSMCH provides written notice to the contrary, notice of a defeasance of a Serviced Mortgage Loan with MSMCH Seller Defeasance
Rights and Obligations shall be delivered to MSMCH pursuant to the notice provisions of this Agreement. In addition, to the extent
that the Master Servicer receives any amount in respect of MSMCH Seller Defeasance Rights and Obligations that is required to
be remitted to MSMCH pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to MSMCH pursuant
to the terms of the defeasance documents.


 


Notwithstanding
the foregoing, with respect to the Serviced Mortgage Loans originated or acquired by Argentic Real Estate Finance LLC (“AREF”)
and subject to defeasance, AREF has retained the right of the lender under the Mortgage Loan documents to (i) receive a percentage
of the economic benefit associated with the ownership of the successor borrower, (ii) establish, designate or approve the successor
borrower and (iii) purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral (“AREF
Seller Defeasance Rights and Obligations”). If the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan originated or acquired by AREF and subject to defeasance, the Master Servicer shall provide, within five (5)
Business Days of receipt of such notice, written notice of such defeasance request to AREF or its assignee. Until such time as
AREF provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with AREF Seller Defeasance Rights and
Obligations shall be delivered to AREF pursuant to the notice provisions of this Agreement. In addition, to the extent that the
Master Servicer receives any amount in respect of a AREF Seller Defeasance Rights and Obligations that is required to be remitted
to AREF pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to AREF pursuant to the terms
of the defeasance documents.


 


Notwithstanding
the foregoing, Starwood Mortgage Capital LLC (“Starwood”) has transferred to a third party or has retained
the right of the lender under the Mortgage Loan documents with respect to all Serviced Mortgage Loans contributed by Starwood
(the “Starwood Loans”) that are subject to defeasance, to receive a percentage of the economic benefit associated
with the ownership of the successor borrower, and the right to designate and establish the successor borrower and to purchase
(or cause the purchase on behalf of the related borrower) of the related defeasance collateral, in each case if there is a defeasance
of any such Starwood Loan (such a right, a “Starwood Lender Successor Borrower Right”). If the Master Servicer
receives notice of a defeasance request with respect to a Starwood Loan subject to defeasance, the Master Servicer shall provide,
within five (5) Business Days of receipt of such notice, written notice of such defeasance request to Starwood or its assignee.
Until such time as Starwood provides written notice to the contrary, notice of a defeasance of a Starwood Loan with a Starwood
Lender Successor Borrower Right shall be delivered to Starwood pursuant to the notice provisions of this Agreement. In addition,
to the extent that the Master Servicer receives any amount in respect of a Starwood Lender Successor Borrower Right that is required
to be remitted to Starwood pursuant



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 to the related defeasance documents, the Master Servicer shall remit such amounts to Starwood
pursuant to the terms of the defeasance documents.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans identified as “Fleet Farm - Waukee”, “Stadium Crossings”
and “Murray Road Industrial Center”, Bank of Montreal (“BMO”) has transferred to a third party
or has retained any right that the lender has under the Mortgage Loan documents to (i) receive a percentage of the economic benefit
associated with the ownership of the successor borrower, (ii) establish, designate and/or approve the successor borrower and (iii)
purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral, if there is a defeasance
of such Mortgage Loan (“BMO Lender Successor Borrower Right”). If the Master Servicer receives notice of a
defeasance request with respect to such Mortgage Loan subject to defeasance, the Master Servicer shall provide, within five (5)
Business Days of receipt of such notice, written notice of such defeasance request to BMO or its assignee. Until such time as
BMO provides written notice to the contrary, notice of a defeasance of such Mortgage Loan with a BMO Lender Successor Borrower
Right shall be delivered to BMO pursuant to the notice provisions of this Agreement. In addition, to the extent that the Master
Servicer receives any amount in respect of a BMO Lender Successor Borrower Right that is required to be remitted to BMO pursuant
to the related defeasance documents, the Master Servicer shall remit such amounts to BMO pursuant to the terms of the defeasance
documents.


 


(j)            If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted
to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(k)           Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan



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documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the termination
of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property
that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage
Loans or $35,000,000.


 


(l)            Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
constituting a Major Decision or Special Servicer Decision, in connection with any release of collateral securing any Mortgage
Loan in connection with a defeasance of such collateral, the Special Servicer shall not approve any such modification, waiver
or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed to the Special Servicer
and the Master Servicer that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event to the extent
the Special Servicer determines in its reasonable good faith judgment consistent with the Servicing Standard that such Opinion
of Counsel is reasonably necessary.


 


(m)          In addition to the foregoing, the Special Servicer shall be allowed to grant a forbearance if (i) prior to September 30, 2021
(or prior to such later date as may be provided by the IRS in any future guidance), the period of forbearance granted, when added
to any prior periods of forbearance granted before or after the Trust acquired such Mortgage Loan (whether or not such prior grants
of forbearance were covered by Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12 and any future guidance)),
does not exceed six (6) months (or such longer period of time as may be allowed by future guidance that is binding on federal
income tax authorities) or the applicable forbearance program pursuant to which the related forbearance was granted is otherwise
identical or similar to those described in Section 2.07 of Revenue Procedure 2020-26 and such forbearance is covered by Revenue
Procedure 2020-26 (in each case, as extended by Revenue Procedure 2021-12 and any future guidance)), (ii) such forbearance is
permitted under this Agreement and the requirements under the applicable provision are satisfied, or (iii) an Opinion of Counsel
is delivered to the effect that such forbearance will not result in an Adverse REMIC Event.


 


Section
3.19        Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping;
Asset Status Report. (a)  Upon determining that a Servicing
Transfer Event has occurred with respect to any Serviced Mortgage Loan or Serviced Companion Loan, the Master Servicer or the
Special Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer, as applicable, the
Operating Advisor and (prior to the occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing
Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer
and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor.
The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents and records
(including records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if
applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the
Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions
hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to 



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comply with the preceding sentence within
five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii),
(ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from
the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall
continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and (prior to the
occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder, a copy of
the notice of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer
to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the
Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer
Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment
of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan
and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced
Companion Noteholder (unless, with respect to a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has
occurred) and (prior to the occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder
and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)           In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)           Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable
the Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to
require the Master Servicer to produce any additional reports.


 



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(d)           No later than sixty (60) days after a Servicing Transfer Event for a Serviced Mortgage Loan and, if applicable, the related Companion
Loan (the “Initial Delivery Date”), the Special Servicer shall deliver a report in electronic format (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and subject to the DCH
Limitations). Subsequent to the issuance of a Final Asset Status Report, to the extent that during the course of the resolution
of such Specially Serviced Loan material changes in the strategy reflected in the initial Final Asset Status Report (or subsequent
Final Asset Status Reports) are determined by the Special Servicer to be necessary to reflect the then current circumstances and
recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance
with the Servicing Standard, the Special Servicer shall amend, update or create a new Asset Status Report with respect to such
Specially Serviced Loan (each such report a “Subsequent Asset Status Report”). The Special Servicer shall deliver
each Final Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder (prior to
the occurrence of a Consultation Termination Event and subject to the DCH Limitations), (iii) the Operating Advisor and (iv) the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)) and, with respect to any related Serviced Companion Loan, to the related Companion Holder or, to
the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such Other
Securitization into which the related Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary
of each Final Asset Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of
the Final Asset Status Report to the Certificate Administrator’s Website. In no event shall the Master Servicer post any
Asset Status Report or Final Asset Status Report to its website. None of the parties to this Agreement shall provide any Asset
Status Report or any Final Asset Status Report to the Certificate Administrator. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable based on the information that was delivered to the Special Servicer
in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)            a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)          (A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken



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 actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)           the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)          a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)         the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the
Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


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


 


(ix)           the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)            such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder (subject to the DCH Limitations)
does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination, in accordance with the
Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10)
Business Days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective
whole, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, that
the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Serviced Mortgage Loan (prior to the occurrence and continuance of any Control
Termination Event and subject to the DCH Limitations), the Directing Certificateholder disapproves such Asset Status Report within
ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above, the Special
Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later
than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Directing
Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only
prior to the occurrence of a Consultation Termination Event and during a Serviced AB Control Appraisal Period with respect



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 to
the related Serviced Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance
of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)). With respect to any Serviced Mortgage Loan, prior
to the occurrence and continuance of any Control Termination Event and subject to the DCH Limitations, the Special Servicer shall
revise such Asset Status Report as described above in this Section 3.19(d) 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 or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is
not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole; provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of
Asset Status Report, if consistent with the Servicing Standard; provided, that such Asset Status Report does not, and is
not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The procedures
described in this paragraph are collectively referred to herein as the “Directing Certificateholder Asset Status Report
Approval Process”. Prior to a Control Termination Event, the Special Servicer shall deliver each Final Asset Status
Report to the Operating Advisor at the conclusion of the Directing Certificateholder Asset Status Report Approval Process.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section
3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control
Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


Notwithstanding
anything to the contrary contained herein, no direction or disapproval of the Directing Certificateholder hereunder or under a
related Intercreditor Agreement or failure of the Directing Certificateholder to consent to or approve (including any deemed consents
or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of
a Specially Serviced Loan, applicable law or any provision of this Agreement, including the Special Servicer’s obligation
to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status
of the Grantor Trust, or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members,
employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


If
a Control Termination Event has occurred and is continuing, the Special Servicer shall promptly deliver each Asset Status Report
prepared in connection with a Specially Serviced 



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Loan to the Operating Advisor, the Directing Certificateholder (for so long as
no Consultation Termination Event has occurred and subject to the DCH Limitations) and the Risk Retention Consultation Party.
The Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten
(10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional
information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action
to the extent it determines such alternatives to be in the best interests of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative
courses of action and any other feedback provided by the Operating Advisor (and, subject to the DCH Limitations, if a Control
Termination Event exists, but so long as no Consultation Termination Event has occurred, by the Directing Certificateholder) in
connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer may revise the Asset
Status Report as it deems necessary to take into account any input and/or comments received in response from the Operating Advisor
or the Directing Certificateholder, to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing
Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interests of
the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate
nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report to take into account
any input and/or comments from the Operating Advisor or the Directing Certificateholder, the Special Servicer shall revise the
Asset Status Report, if applicable, and deliver to the Operating Advisor and the Directing Certificateholder the revised Asset
Status Report (until a Final Asset Status Report is issued). The procedures described in this paragraph are collectively referred
to as the “ASR Consultation Process”.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time that the Directing Certificateholder
is restricted by the DCH Limitations), the Directing Certificateholder shall have no right to consent to any Asset Status Report
under this Section 3.19. After the occurrence and during the continuance of a Control Termination Event but prior to the
occurrence of a Consultation Termination Event, the Directing Certificateholder (subject to the DCH Limitations) shall be entitled
to, and after the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall, consult with
the Special Servicer (electronically or telephonically) and may propose alternative courses of action and provide such other feedback
as the Directing Certificateholder or the Operating Advisor, as applicable, determines in respect of any Asset Status Report.
After the occurrence of a Consultation Termination Event (and at any time if the Directing Certificateholder is restricted by
the DCH Limitations), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right
to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the
Special Servicer shall only be responsible for consulting with the Operating Advisor with respect to any Asset Status Report as
described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance
with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder
during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating
Advisor or the Directing Certificateholder or to revise the Asset 



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Status Report based on any input or comments from the Operating
Advisor or the Directing Certificateholder or to take or refrain from taking any action, comment or recommendation by the Operating
Advisor or the Directing Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of a Serviced AB Control Appraisal Period with respect to a Serviced Subordinate
Companion Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, within 60 days of it
becoming a Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor Agreement.


 


In
the case of an Asset Status Report relating to a Servicing Shift Whole Loan, (i) the holder of the related Servicing Shift Control
Note shall have all of the rights that the Directing Certificateholder has prior to a Control Termination Event with respect to
other Serviced Mortgage Loans, and (ii) the Special Servicer shall be required to obtain the consent of the holder of the related
Servicing Shift Control Note to the same extent as it is required to obtain the consent of the Directing Certificateholder prior
to a Control Termination Event with respect to other Serviced Mortgage Loans.


 


(e)           (i)  Upon receiving notice of the occurrence of the events described in clause (iv) or (x) of the
definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the
Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to
comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)           After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an
event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the
60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)            Prior to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations, no later than two (2)
Business Days following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan, the Special
Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary
of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Final Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence
and continuance of a Serviced AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling
Holder), to the Directing Certificateholder). Prior to the occurrence and continuance of a Control Termination Event and subject
to the DCH Limitations, if, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder 



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approves
of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20)
Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of
the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final
summary of the Final Asset Status Report; provided, further, that if at any time the Special Servicer determines
that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but
in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for
which the related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related Serviced Subordinate Companion Loan
in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed
approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)           No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20            Sub-Servicing Agreements. (a)  The
Master Servicer and, subject to the consent of the Directing Certificateholder (prior to the occurrence and continuance of a Control
Termination Event (subject to the DCH Limitations)), the Special Servicer may enter into Sub-Servicing Agreements to provide
for the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer
to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or Special Servicer,
as applicable, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer
Termination Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with
Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides
that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as
holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that



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(except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master
Servicer or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters into such Sub-Servicing
Agreement), any successor master servicer or special servicer or any Certificateholder (or the related Companion Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser
of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage
Loan at its option and without penalty; provided, that the Initial Sub-Servicing Agreements may only be terminated
by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional manner and by such other
Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or Special Servicer, as the
case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan or make any other servicing decision unless and to the extent the Master Servicer or Special Servicer,
as applicable, is permitted hereunder to modify such Mortgage Loan or make such servicing decision; (vii) does not permit the
Sub-Servicer to take any action constituting a Major Decision or Special Servicer Decision (other than clause (i)(A) and
clause (i)(B) of the definition of Special Servicer Decision) unless the Master Servicer and Special Servicer mutually
agree that the Master Servicer shall process any such Major Decision or Special Servicer Decision subject to the consent of the
Special Servicer (which consent must be obtained by the related Sub-Servicer through the Master Servicer); (viii) does not permit
the Sub-Servicer to take any action constituting a Special Servicer Decision under clause (i)(A) or clause (i)(B)
of the definition thereof unless the Master Servicer and Special Servicer consent (which consent must be obtained by the related
Sub-Servicer by and through the Master Servicer); (ix) with respect to any Sub-Servicing Agreement entered into after the Closing
Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related
Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (x) provides that the Sub-Servicer shall be in default
under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration
of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items
required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under ARTICLE XI or under
the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is
a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under ARTICLE XI or under the Exchange Act reporting items required under any other pooling
and servicing agreement to which the Depositor is a party.


 


Any
successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special
servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special
Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into
by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect
to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, that
the Sub-Servicing 



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Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all
reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Initial
Sub-Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans)
as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Loans and
REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer,
as applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements (and, with respect to any Sub-Servicing
Agreement entered into with a cashiering sub-servicer, any amendments thereto and modifications thereof), entered into by it,
in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be
taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and,
in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances
by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make
Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such
Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer
were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all)
pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed
to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer,
as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the
Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except
that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)           Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)           As part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and
the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and
enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master
Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements
of ARTICLE XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be
in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. Each of the Master
Servicer and the Special Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the
related Sub-Servicing Agreement.


 



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(d)           In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)           Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in ARTICLE XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer
shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder
and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due
from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result
of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)            The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)           Except as provided below, each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes
successor master servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing
Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement,
the Trustee and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in
accordance with its provisions prior to the termination of the Master Servicer; (ii) any successor master servicer, including,
without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically
assume and agree to the then-current Initial Sub-Servicing Agreement (including the termination provisions thereof) without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)           With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be,
to the Master Servicer pursuant to the terms hereof.


 



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(i)            Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement
which provides for the performance by third parties of any or all of its obligations herein, without (prior to the occurrence
and continuance of a Control Termination Event and subject to the DCH Limitations) the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Section
3.21        Interest Reserve Account.


 


(a)           On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of each
Actual/360 Mortgage Loan, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on
the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in
which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is
made in respect thereof (all amounts so deposited pursuant to clause (ii) and in any consecutive February and January
pursuant to clause (i), “Withheld Amounts”).


 


(b)           On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date),
the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22        Directing Certificateholder and Operating Advisor Contact with Master Servicer
and Special Servicer. Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor,
as applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer shall, without
charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) (prior to the
occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder and (b) after
a Control Termination Event has occurred and is continuing, the Operating Advisor (with respect to the Special Servicer only),
regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special
Servicer, as the case may be, is responsible.


 


Section
3.23        Controlling Class Certificateholders and Directing Certificateholder; Certain
Rights and Powers of Directing Certificateholder. (a)  Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or
the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent
there is 



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only one Controlling Class Certificateholder and it (or its Affiliate) is also the Special Servicer, it shall be the
Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder,
any successor directing certificateholder shall also deliver to the parties to this Agreement a certification substantially in
the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


(b)           Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on any written notice of such selection unless the Controlling Class Certificateholders entitled to appoint
the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer,
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor
receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer
designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing
Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify
the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the
new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)           Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the
Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)           In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 



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(e)           Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list
of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses (or Certificate
Owners of the Controlling Class, if applicable, at the expense of the requesting party). In addition to the foregoing, within
five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling
Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and
the Special Servicer. Notwithstanding the foregoing, LNR Securities Holdings, LLC shall be the initial Directing Certificateholder
and shall remain so until a successor is appointed pursuant to the terms of this Agreement.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


 


(f)            If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class
becoming the Controlling Class.


 


(g)           Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Directing Certificateholder: (i) 
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
may act solely in the interests of the Holders of the Controlling Class; (iii) does not have any liability or duties to the Holders
of any Class of Certificates other than the Controlling Class; (iv) may take actions that favor interests of the Holders of one
or more Classes including the Controlling Class over the interests of the Holders of one or more other Classes of Certificates;
and (v) shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth
in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)           All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)            Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact
information of the Controlling Class Certificateholder, the Directing Certificateholder, and any Serviced AB Whole Loan Controlling
Holder.


 



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(j)            With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor
Agreement.


 


(k)           The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)
Business Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)            [Reserved].


 


(m)          Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on
its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and
(ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being
an expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special
Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, or (ii) any
Consultation Termination Event. Additionally, upon the Certificate Administrator’s determination that a Control Termination
Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10)
Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates
to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


(n)           Notwithstanding the proviso to, or any other contrary provision of, the definitions of “Control Termination Event”
and “Consultation Termination Event”, a Control Termination Event and a Consultation Termination Event shall be deemed
to have occurred with respect to an Excluded DCH Loan, and neither the Directing Certificateholder nor any Controlling Class Certificateholder
shall have any consent or consultation rights with respect to the servicing of such Excluded DCH Loan.


 



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Section
3.24        Intercreditor Agreements. (a)  Each
of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement
and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each
agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor
Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses
in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in
this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole
Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion
Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion
Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and
Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the
right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor
Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees
that any Serviced AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to
the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)           Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between
the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with
any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable
Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne
by the Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or
the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such
Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this
Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing
Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement.
In no event shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent
of a new Directing Certificateholder or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation
Party unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable,
as required under Section 3.23(e), or the Master Servicer or Special Servicer, as applicable, have actual knowledge of
the identity and contact information of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new
Risk Retention Consultation Party, as applicable.






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(c)           No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this
Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)           With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
or the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special
Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan with
respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)           Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the
Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having
received such notices, information and reports, such related Companion Holder requests consultation with respect to any such Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan,
and consider alternative actions recommended by such related Companion Holder; provided that after the expiration of a
period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class
Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or
not such related 



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Companion Holder has responded within such ten (10) Business Day period (unless, the Special Servicer proposes
a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business
Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer
may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect
the interests of the Certificateholders and the related Companion Holder. In no event shall the Special Servicer be obligated
at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)            In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of
the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)           With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)           To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section
3.25        Rating Agency Confirmation. (a)  Notwithstanding
the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan
documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC
Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has
made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency
Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to
such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication
and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has
received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again
(which may also be through direct communication). The circumstances described in the preceding sentence are referred to in this
Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating
Agency Confirmation to the 17g-5 Information Provider, such RAC 



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Requesting Party may, but shall not be obligated to send such
request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating
Agency Confirmation shall be deemed not to apply for such matter at such time (as if such requirement did not exist) with respect
to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master
Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to making such request) that
taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed
not to apply for such matter at such time (as if such requirement did not exist) if (i) the applicable replacement master
servicer or special servicer is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or
U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable
replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing
concerns of the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities in any other CMBS transaction serviced by the applicable replacement master servicer or special servicer
prior to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request.
Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply for such matter at such
time (as if such requirement did not exist), the Master Servicer or Special Servicer, as applicable, shall provide electronic
written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5
Information Provider shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with
Section 3.13(c).


 



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(b)           Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document
relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release
or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master
Servicer or Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating
Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply for such matter at such time (as if such requirement
did not exist).


 


(c)           For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party
shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26        The Operating Advisor. (a)  The Operating Advisor shall promptly
review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that
relates to any Specially Serviced Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared
by the Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.
If a Control Termination Event exists, the Operating Advisor shall consult on a non-binding basis with the Special Servicer regarding
(i) Asset Status Reports as contemplated by Section 3.19 and Section 6.08 and (ii)
Major Decision processed by the Special Servicer as contemplated by Section 6.08. The Operating Advisor shall perform its
duties hereunder in accordance with the Operating Advisor Standard.


 


(b)           Subject to the Privileged Information Exception, the Operating Advisor and its Affiliates shall be obligated to keep confidential
any information that is labeled as, or otherwise appears on its face to be, Privileged Information, received from the Special
Servicer or Directing Certificateholder or the Risk Retention Consultation Party in connection with the Directing Certificateholder’s
or the Risk Retention Consultation Party’s exercise of its rights under this Agreement (including, without limitation, in
connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment
or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement related
to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant
to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


 


(c)           (i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report and any attestation report delivered to the Operating Advisor or made available
to the Operating Advisor on the Certificate Administrator’s Website, any Final Asset Status Report and other information
(other than any communications between the Directing Certificateholder, any Risk Retention Consultation Party or any related Companion
Loan holder (or its representative), as applicable, and the Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by the Special Servicer, including each Major Decision Reporting Package and Asset Status Report delivered
during the prior calendar year, the Operating Advisor shall (if any Serviced Mortgage Loans were Specially Serviced Loans in the
prior calendar year and a Control Termination Event was continuing as of December 31 of the prior calendar year) deliver to the
Certificate Administrator, the Special Servicer and the 17g-5 Information Provider within one 



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hundred-twenty (120) days
of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, that in no event shall the information or any other content included
in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating Advisor’s
assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year with
respect to the resolution and/or liquidation of Specially Serviced Loans that the Special Servicer is responsible for servicing
under this Agreement; provided, further, that in the event the Special Servicer is replaced, the Operating Advisor
Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar
year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further,
that the Operating Advisor shall prepare a separate Operating Advisor Annual Report for the Special Servicer and each Excluded
Special Servicer Loan. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c) hereof,
each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard
and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement and
(B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject
to any permitted exceptions). In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to
report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations
under this Agreement, that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.
Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5
Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, that the Special Servicer shall be given an opportunity to
review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator
and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating
Advisor Annual Report that are provided by the Special Servicer. Notwithstanding the foregoing, no Operating Advisor Annual Report
shall be required from the Operating Advisor with respect to any calendar year as to which no Final Asset Status Report was prepared
by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


The
Operating Advisor Annual Report shall be prepared on the basis of the Special Servicer’s performance of its duties as they
relate to the resolution and/or liquidation of Special Serviced Loans, taking into account the Special Servicer’s specific
duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard,
with reasonable consideration by the Operating Advisor of items required to be reviewed by it pursuant to this Agreement.


 


(ii)           In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating




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Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor may,
to the extent the Operating Advisor deems relevant, set forth any such limitations or prohibitions in the related Operating Advisor
Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)           Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction
Amount or Collateral Deficiency Amount calculated by the Special Servicer and net present value calculations used in the Special
Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced
Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations
but shall not opine on or otherwise call into question such Appraisal Reduction Amount or Collateral Deficiency Amount calculations
and/or net present value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations,
then the Operating Advisor shall notify the Special Servicer and the Directing Certificateholder of such error).


 


(e)           (i)  After the occurrence and during the continuance of a Control Termination Event, after the calculation but prior
to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or Collateral
Deficiency Amounts calculated by the Special Servicer or (ii) net present value in accordance with Section 1.02(iv),
calculated by the Special Servicer, the Special Servicer shall forward such calculations, together with any supporting material
or additional information necessary in support thereof (including such additional information reasonably requested by the Operating
Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)           In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (as calculated by the Special Servicer) or net present value
or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation,
the Operating Advisor and Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical
calculations or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. The
Master Servicer shall 



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cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer
necessary for the calculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, that is in the
Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and Special
Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the
Operating Advisor shall promptly notify the Certificate Administrator and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Special Servicer and the Operating Advisor and shall determine which calculation is to
apply and shall provide such parties prompt written notice of its determination.


 


(iii)          Notwithstanding anything herein to the contrary, the consultation duties of the Operating Advisor set forth in this Agreement
shall not be permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence
and during the continuance of both a Control Termination Event (except with respect to any Excluded Loan) and a related Serviced
AB Control Appraisal Period.


 


(f)            The Operating Advisor and its Affiliates shall keep all information that is labeled as, or otherwise appears on its face to be,
Privileged Information, confidential and shall not disclose such Privileged Information to any Person (including Certificateholders
other than the Directing Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception or (3) where necessary to support specific findings or conclusions regarding deviations from the Servicing Standard
or the Special Servicer’s obligations under this Agreement (i) in the Operating Advisor Annual Report or (ii) in connection
with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives Privileged
Information from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose
such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless a Consultation
Termination Event has occurred, the Directing Certificateholder (with respect to any Serviced Mortgage Loan (subject to the DCH
Limitations)) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor
shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree
in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor. In addition and for the avoidance
of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations that involve the same
parties or borrowers involved in this securitization, the knowledge of the Operating Advisor gained from performing operating
advisor functions for such other securitizations shall not be imputed to the Operating Advisor in this securitization.


 


Notwithstanding
anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, LNR Partners,
LLC shall provide the Operating Advisor reasonable access, at LNR Partners, LLC’s offices during normal business hours,
to LNR Partners, LLC’s policies and procedures. The Operating Advisor will be permitted to review such policies and procedures
but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating
Advisor 



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shall keep all information contained in the policies and procedures strictly confidential, except (A) the Operating Advisor
may disclose such information if (i) such information becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, rule,
order or regulation (as demonstrated by evidence reasonably satisfactory to the Special Servicer), and (B) the Operating Advisor
may disclose a particular portion of the policies and procedures solely when necessary to support specific conclusions concerning
allegations of material deviations from the Servicing Standard and the Special Servicer’s obligations under this Agreement
(i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace LNR
Partners, LLC as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating
Advisor will be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor to the
extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement and provided such Operating
Advisor Affiliates and subcontractors agree in writing prior to their receipt of such information to be bound by the same confidentiality
provisions applicable to the Operating Advisor. The Operating Advisor’s assessment may not take into account (i) the fact
that LNR Partners, LLC provided physical access and not via electronic copy to the LNR Partners, LLC written policies and procedures
pursuant to the provisions of this Agreement or (ii) the waiver or reduction of any Operating Advisor Consulting Fee pursuant
to Section 3.26(h) of this Agreement. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s
platform level review in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s
access to or reliance upon LNR Partners, LLC’s written policies and procedures shall be subject to the terms of this paragraph.
During any period when the Special Servicer is not LNR Partners, LLC or an affiliate of LNR Partners, LLC, the requirements and
limitations contained in this paragraph shall be null and void, and the Operating Advisor shall have adequate and timely access
to the policies and procedures of any successor special servicer as the Operating Advisor determines necessary to fulfill its
duties under this Agreement.


 


(g)           Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time
in accordance with the terms of Section 4.07(a).


 


(h)           As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on
each Remittance Date with respect to each Mortgage Loan and each successor REO Loan. As to each Mortgage Loan and each REO Loan,
the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated
on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO
Loan is computed. The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section
3.05(a)(ii) of this Agreement.


 



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The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation
obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable,
shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting
Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage
Loan documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor
Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing
Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection
of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.


 


Notwithstanding
anything herein to the contrary, the Operating Advisor shall have no obligations or consultation rights in its capacity as operating
advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property, or (ii) any Servicing Shift Mortgage
Loan; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee
with respect to (i) any Non-Serviced Whole Loan or (ii) any Servicing Shift Whole Loan.


 


(i)            After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction
of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction
Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such
Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment
by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator
of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at
the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall promptly
provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate Balance



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 of all Classes
of Principal Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall
immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(j)            After the occurrence of an Operating Advisor Termination Event, the Trustee may terminate, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate, the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination.
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible,
give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder
(subject to the DCH Limitations, and only if no Consultation Termination Event has occurred and is continuing), the Risk Retention
Consultation Party, any Companion Loan holder and the Certificateholders. Notwithstanding the foregoing, if the Trustee is unable
to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the Depositor shall
be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor operating
advisor so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor operating advisor and
such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations
hereunder.


 


(k)           The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(l)            [Reserved].


 


(m)          The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations




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Reviewer, the Risk Retention Consultation Party and the Directing Certificateholder, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor. No such resignation
by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating
Advisor’s responsibilities and obligations. If no successor operating advisor has been so appointed and accepted the appointment
within 30 days after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction
for the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall
pay all reasonable costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(n)           In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class X-F,
Class X-G, Class V and Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without
payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination (including
accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination).
In connection with any termination pursuant to this Section 3.26(n), no successor operating advisor shall be appointed.
Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor
with prompt notice upon its termination pursuant to this Section 3.26(n).


 


(o)           In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(p)           The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions
taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting
party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other
duty except with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser”
within the meaning of the Investment Advisers Act of 1940, as amended, or a “broker” or “dealer” within
the meaning of the Exchange Act.


 


(q)           Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates.


 


(r)            The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26.


 



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(s)           The Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with
such agents or subcontractors are consistent with the provisions of this Section 3.26(s); provided that no agent
or subcontractor may (i) be affiliated with a Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid
any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence
or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating
Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement
without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements
or by virtue of indemnification from any Person acting as its agent or subcontractor to the same extent and under the same terms
and conditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall
be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor
by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


With
respect to the determination of whether a Control Termination Event has occurred and is continuing, or has terminated, the Operating
Advisor and the Special Servicer are entitled to rely solely on their receipt from the Certificate Administrator of notice thereof
pursuant to this Agreement, and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence
and continuation of a Control Termination Event, the Operating Advisor shall have no obligation to perform any such duties until
the receipt of such notice or actual knowledge of the occurrence of a Control Termination Event.


 


Section
3.27        Companion Paying Agent. (a)  With
respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion
Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)           No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, that the duties and obligations of the Companion Paying Agent
shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except
for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against
the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent
may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)           In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to ARTICLE
VII of this Agreement, the Master



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 Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be
removed.


 


(d)           This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section
3.28        Companion Register. The Companion Paying Agent shall maintain a register
(the “Companion Register”) with respect to each Serviced Companion Loan on which it will record the names and
address of, and wire transfer instructions for, the Companion Holders from time to time, to the extent such information is provided
in writing to it by each Companion Holder. The initial Companion Holders with respect to Serviced Mortgage Loans, along with their
respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder transfers a Companion
Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment
in such Companion Loan and shall have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section
3.29        Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced
Pari Passu Companion Loans. (a)  In the event that any of the applicable Non-Serviced Trustee, the applicable
Non-Serviced Certificate Administrator, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special
Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Certificate Administrator, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
as the case may be.


 


(b)           If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)           In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to 



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cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)           Prior to the related Servicing Shift Securitization Date, the Custodian shall hold the Mortgage File with respect to each Servicing
Shift Whole Loan. On the Servicing Shift Securitization Date for any Servicing Shift Whole Loan (i) the Custodian shall, upon
receipt of a Request for Release, transfer the related Mortgage File (other than the promissory note evidencing the related Servicing
Shift Mortgage Loan, the original of which shall be retained by the Custodian) for such Servicing Shift Whole Loan to the related
Non-Serviced Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Non-Serviced
Master Servicer, transfer the Servicing File for such Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


(e)           In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or
materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(f)            With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a
Control Termination Event, or the Special Servicer (consistent with the Servicing Standard), following the occurrence and during
the continuance of a Control Termination Event, shall be entitled to exercise any control or consultation rights held by the holder
of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related
Intercreditor Agreement) under the related Intercreditor Agreement or as a “Serviced Companion Noteholder” (or similar
term defined in the related Non-Serviced PSA) under the related Non-Serviced PSA. Prior to the occurrence and continuance of a
Control Termination Event, each of the Master Servicer (with respect to Mortgage Loans that are not Specially Serviced Loans)
and the Special Servicer (with respect to Specially Serviced Loans) shall (to the extent it is not evident that the Directing
Certificateholder has been copied directly on such notice) forward to the Directing Certificateholder any notices it receives
addressed to the Trust as the “Non-Controlling Note Holder” (or similar term).


 


(g)           With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(h)           With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate 



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with the Other
Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review
by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by
the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(i)            For the avoidance of doubt, with respect to any Serviced Whole Loan, upon reasonable request, the Master Servicer and the Special
Servicer shall provide to each Other Servicer that is servicing a related Serviced Companion Loan such information in its possession
as is necessary to enable each such Other Servicer to perform its servicing duties under the related Other Pooling and Servicing
Agreement.


 


(j)            If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense
with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed
from, or otherwise charged against the holder of any Serviced Pari Passu Companion Loan or Serviced Subordinate Companion Loan
and such holder shall not suffer any adverse consequences as a result of the payment of such expense.


 


(k)           (i) Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, and (ii) promptly following the Certificate
Administrator’s receipt of notice of the related Servicing Shift Securitization Date (which notice shall contain the related
Non-Serviced Master Servicer’s address), in the case of each Servicing Shift Whole Loan, the Certificate Administrator shall
send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with
a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such
date, the Trust is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer
to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor
Agreement and the related Non-Serviced PSA. The Master Servicer shall forward, deliver or otherwise make available to the Special
Servicer and/or Directing Certificateholder any reports, statements, documents, communications or other information received from
a Non-Serviced Master Servicer as contemplated in the prior sentence to the same extent that the Master Servicer would be obligated
to forward, deliver or otherwise make available to the Special Servicer and/or the Directing Certificateholder any such item for
a Serviced Mortgage Loan under the terms hereof. The Master Servicer shall, within two (2) Business Days of receipt of properly
identified and available funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced
Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.






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Section
3.30        Certain Matters with Respect to Joint Mortgage Loans.


 


(a)           If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.30(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint
Mortgage Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to
the Depositor, the provisions of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(n),
of any amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant
to the terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.30 with respect
to the servicing and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such
Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise removed from the Trust and at least one other Mortgage
Note related to such Joint Mortgage Loan is included in the Trust until such time as all of the Mortgage Notes related to such
Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.30, Section 13.01(n) and
Section 13.08(a) only, “Mortgage Note” shall mean with respect to any Joint Mortgage Loan, each original promissory
note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan and shall
not be a collective reference to such promissory notes. For the avoidance of doubt, clauses (b) through (j) below
apply only to a Joint Mortgage Loan that is a Serviced Mortgage Loan.


 


(b)           Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held
exclusively by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and
retain title to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)            All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note
shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related
Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note
shall be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer
pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section
3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust for
the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro rata share of amounts payable
at the Administrative Cost Rate and any other amounts due to the Master Servicer or Special Servicer) to the applicable Repurchasing
Mortgage Loan Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions provided by the
applicable Repurchasing Mortgage Loan Seller and deposited and applied in accordance with this Agreement, subject to Section
3.30(b)(ii). If any Joint Mortgage Loan to which this Section 3.30 applies becomes an REO Loan, payments or any other
amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master
Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject
to Section 3.30(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint



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 Mortgage Loan subject to this
Section 3.30 shall be allocated to each related Mortgage Note pro rata based upon the respective unpaid principal
balances thereof.


 


(ii)           If the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive
from the Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses
and shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable
Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related
to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the
respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any
Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts
received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)          A Joint Mortgage Loan to which this Section 3.30 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the
Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan
(and, if such Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and
administered under the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced
Pari Passu Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan),
and (C) the related Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be
permitted to terminate the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating
advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall
be exercised by the Master Servicer or the Special Servicer, as applicable, on behalf of the Trust to the extent of its interest
therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 


(iv)          The related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable
Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes
comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the
Special Servicer and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such
Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased




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Note. Except as otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with
respect to any Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required
to be delivered to a holder of a Serviced Pari Passu Companion Loan hereunder.


 


(c)           If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer
shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan
Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing
Fee, Workout Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu
Companion Loan.


 


(d)           If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable
Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master
Servicer determines at any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage
Loan to which this Section 3.30 applies must be returned to the related Mortgagor or paid to any other person or entity
pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall
not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage
Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this Agreement)
any portion thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together with interest
thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity with respect
thereto.


 


(e)           Subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of
the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make
all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents
as provided hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer,
as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize
interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor
on or any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.30,
without the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they
pertain to a Serviced Pari Passu Companion Loan.


 


(f)            In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be
subject to the same degree of care with



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 respect to the administration and servicing of the Joint Mortgage Loans to which this
Section 3.30 applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller
only to the same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


 


(g)           If the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note
which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage
Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not
limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)           Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)            The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller
as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation
statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document
related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related
Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms
of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer
and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the
Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the
applicable Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified
by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the 



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Special Servicer, as the case may be; and further provided that the Master Servicer
or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any
action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action
with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any
state.


 


(j)            Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver
to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased
Note, any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the
foreclosure or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other
remedies or rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to
the related Repurchased Note.


 


Section
3.31        Litigation Control.


 


(a)           With respect to any Serviced Mortgage Loan (other than any Excluded Special Servicer Loan), any Serviced Companion Loan or any
related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage,
prosecute and/or defend any action brought by a Mortgagor, guarantor, other obligor on the related Mortgage Note or any Affiliates
thereof (each a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which
both the Trust and the Master Servicer are named), the Master Servicer and/or the Special Servicer or any predecessor master servicer
or special servicer, and represent the interests of the Trust in any litigation relating to the rights and obligations (or the
enforcement of obligations) of the Trust, or of the Mortgagor or other Borrower-Related Party under the related Mortgage Loan
documents, or with respect to the related Mortgaged Property or other collateral securing such Mortgage Loan (or related Whole
Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related Party under the related Mortgage
Loan documents (“Trust-Related Litigation”). In the event that the Master Servicer is named in any Trust-Related
Litigation but the Special Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust is named in
such Trust-Related Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as reasonably
practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Trust-Related
Litigation.


 


(b)           With respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in the Trust-Related Litigation,
and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated
by Section 3.31(a) above, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to
time on a more frequent basis) status reports to the Special Servicer regarding such Trust-Related Litigation; (ii) use reasonable
efforts to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master
Servicer remains a party to such lawsuit, consult with, and take direction from, the Special Servicer with respect to material
decisions and material monetary settlements related to the interests of the Trust in such Trust-Related Litigation, including
but not limited to the selection of counsel. If and/or when the Trust and/or the Special Servicer are named, the Special Servicer
shall assume control of the Trust-Related Litigation as provided in Section 3.31(a) above. The Master Servicer shall no
longer have



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 the reporting obligations set forth above and the Special Servicer’s selection of counsel shall be subject to
the consent of the Master Servicer which consent shall not be unreasonably withheld. Further, if there are claims against the
Master Servicer, the Trust and the Special Servicer, each party at the request of any other such party shall enter into a joint
defense agreement in accordance with Section 3.31(h) below.


 


(c)           The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any
Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until (A) it has notified
in writing the Directing Certificateholder (prior to a Control Termination Event and subject to the DCH Limitations) (to the extent
the identity of the Directing Certificateholder is actually known to the Special Servicer; provided that the Special Servicer
shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder) and the related
holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent the identity
of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and (B) the Directing Certificateholder
(prior to a Control Termination Event and subject to the DCH Limitations) has not objected in writing within five (5) Business
Days of having been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably
requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such
written objection has not been received by the Special Servicer within such 5 Business Day period, then the Directing Certificateholder
shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent
with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and any related
Serviced Companion Loan holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s
response.


 


(d)           Notwithstanding anything to the contrary in Section 3.31(c) above, neither the Special Servicer nor the Master Servicer
shall follow any advice, direction or consultation provided by the Directing Certificateholder (or any other party to this Agreement)
that would require or cause the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent
with the Servicing Standard, require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions
of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage
Loan or Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents
to any claim, suit or liability, cause any Trust REMIC created under this Agreement to fail to qualify as a REMIC or any Grantor
Trust created hereunder to fail to qualify as a grantor trust for federal income tax purposes or result in the imposition of a
“prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand
the scope of the Special Servicer’s or the Master Servicer’s, as applicable, responsibilities under this Agreement.


 


(e)           Notwithstanding the right of the Special Servicer provided under this Section 3.31 to represent the interests of the Trust
in Trust-Related Litigation, the Master Servicer shall retain the right at all times to make determinations relating to material
and direct claims against the Master Servicer where a settlement by the Special Servicer has not otherwise been resolved pursuant
to the terms of Section 3.31(g) below, including but not limited to the right to engage separate counsel, to make settlement
decisions and to appear in any proceeding on its own



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 behalf. The cost related to or incurred in connection with exercising such
rights shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)            Further, nothing in this Section 3.31 shall require the Master Servicer to take or fail to take any action which, in the
Master Servicer’s reasonable judgment, may (i) cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust
to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of “prohibited transaction”
or “prohibited contribution” tax under the Code, or otherwise result in a violation of the REMIC Provisions, (ii) cause
the Master Servicer to violate the Servicing Standard, (iii) result in a violation of applicable law or the Mortgage Loan
documents or (iv) subject the Master Servicer to liability or materially expand the scope of the Master Servicer’s
obligations under this Agreement.


 


(g)           In the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer
shall settle on behalf of the Master Servicer or Special Servicer, as applicable, any Trust-Related Litigation without such party’s
consent unless: (i) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive
relief on the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer
are each fully released, (ii) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement, and payment
of such cost or judgment is provided for in this Agreement, (iii) each of the Master Servicer and the Special Servicer is and
shall be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling
the Trust-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction of the Special
Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the Master Servicer
or the Special Servicer, as applicable, provides the Master Servicer or the Special Servicer, as applicable, with assurance reasonably
satisfactory to the Master Servicer or the Special Servicer, as applicable, as to the items in clauses (i), (ii), (iii) and (iv).


 


(h)           In the event both the Master Servicer and the Special Servicer or the Trust are named in Trust-Related Litigation, to the extent
that the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i)
use reasonable efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master
Servicer and the Special Servicer the rights afforded to such party in this Section 3.31.


 


(i)            This Section 3.31 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)            Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Certificate Administrator,
the Trustee, the Custodian, the Operating Advisor or the Asset Representations Reviewer, as applicable, in its individual capacity,
or in the event that any judgment is rendered against the Certificate Administrator, the Trustee, the Custodian, the Operating
Advisor or the Asset Representations Reviewer, as applicable, in its individual capacity, the Certificate Administrator, the Trustee,
the Custodian, the Operating Advisor or the Asset Representations Reviewer, as applicable, upon prior written notice to the Master
Servicer or the Special Servicer, as applicable, may retain separate counsel and appear in 



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any such proceeding on its own behalf
in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in
the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise
relating to one or more Mortgage Loans or mortgaged properties, neither the Master Servicer nor the Special Servicer shall, without
the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate an
action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable,
whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the
Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other
documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator,
the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master
Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator,
the Trustee or the Custodian, as applicable, to grant such consent); and (iii) in the event that any court finds that the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor or the Asset Representations Reviewer, as applicable,
is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any
Mortgage Loan, the Certificate Administrator, the Trustee, the Custodian, the Operating Advisor or the Asset Representations Reviewer,
as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect
and represent its interests, whether as the Certificate Administrator, the Trustee, the Custodian, the Operating Advisor or the
Asset Representations Reviewer, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation
or claim); provided, that nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect
to any material Trust-Related Litigation, with the consent or consultation of the Directing Certificateholder (prior to the occurrence
and continuance of a Control Termination Event or Consultation Termination Event, respectively, and in any event subject to the
DCH Limitations), to the extent required in Section 3.31(c)) from initiating any action, suit, litigation or proceeding
in its name as representative of the Trustee of the Trust. References to Mortgage Loans (including references to Mortgagors, guarantors,
obligors and Mortgaged Properties) in this Section 3.31 shall mean Serviced Mortgage Loans.


 


(k)           Notwithstanding the foregoing or anything to the contrary in this Section, this Section shall not apply to any Trust-Related
Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time such Trust-Related
Litigation is commenced or at any time during the continuance of such Trust-Related Litigation, LNR Partners, LLC is no longer
the Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement
as Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective
or such related Mortgage Loan or Whole Loan is an Excluded Special Servicer Loan in respect of LNR Partners, LLC as special servicer,
or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their respective
affiliates is an adverse party (with respect to the Trust or the Special Servicer) in such Trust-Related Litigation or holds any
interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion
thereof) or the related Mortgaged Property to which Trust-Related Litigation relates, unless otherwise agreed to in writing by
each of the Depositor, Sponsor, Mortgage Loan 



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Seller, Initial Purchaser, Underwriter, or Affiliate that is such a party or holds
such interest. In each case under clauses (i) and (ii) above, the applicable party listed above shall use reasonable efforts to
provide notice of such occurrence to the Master Servicer pursuant to this Agreement. For the avoidance of doubt, the rights and
obligations of the Master Servicer and the Special Servicer relating to any Trust-Related Litigation shall be limited solely to
the representation of the Trust and itself, separate and apart from the interests of any other party thereto. For the further
avoidance of doubt, in such circumstance described in this paragraph, the rights and obligations of the Master Servicer and the
Special Servicer relating to litigation shall be as otherwise set forth with respect to servicing in this Agreement. In addition,
nothing in this Section 3.31 shall be construed to alter, modify, limit or expand the Operating Advisor’s duties,
rights and obligations in this Agreement, and the Operating Advisor shall not be required to review the actions of the Special
Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance
of the Operating Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status
Report and/or a Major Decision.


 


Section
3.32        Delivery of Excluded Information to the Certificate Administrator.


 


Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the
avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.32
shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.32 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.32 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available to such party on the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement, and each of the Master
Servicer and the Special Servicer may require and rely on such certifications and other reasonable information prior to releasing
such information.


 



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Section
3.33        Risk Retention Consultation Party; Certain Rights and Powers of Risk Retention
Consultation Party.


 


(a)           On
the Closing Date, the initial Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing 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 P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)           Within
five (5) Business Days of receiving written notice of the selection of a new Risk Retention Consultation Party, the Certificate
Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the
foregoing, LNR Securities Holdings, LLC shall be the initial Risk Retention Consultation Party and shall remain so until a successor
is appointed pursuant to the terms of this Agreement. Until it receives notice to the contrary, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding
sentence with respect to the identity of the Risk Retention Consultation Party.


 


(c)           Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates that the Risk Retention Consultation Party: (i)
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
may act solely in the interests of the Retaining Sponsor or of the Holders of the VRR Interest; (iii) does not have any liability
or duties to the Certificateholders other than the Holders of the VRR Interest; (iv) may take actions that favor the interests
of the Holders of one or more Classes of Certificates over the interests of the Holders of one or more other Classes of Certificates;
and (v) shall have no liability whatsoever (other than to a Holder of the VRR Interest) for having so acted as set forth in clauses
(i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party
or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(d)           Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Risk Retention Consultation Party. If no Risk Retention Consultation Party has been appointed or identified to the Master
Servicer or the Special Servicer, as applicable, then until such time as a new Risk Retention Consultation Party has been identified
in accordance with clause (a) above, the Master Servicer and the Special Servicer shall have no duty to consult with, provide
notice to, or seek the approval or consent of any Risk Retention Consultation Party.


 


(e)           The
Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an
Excluded RRCP Loan. In addition, notwithstanding anything to the contrary in this Agreement, so long as LNR Partners, LLC is the
Special Servicer hereunder, it shall not be required to consult with or provide any reports or information to the Risk Retention
Consultation Party.


 



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Section
3.34        Processing and Consent. (a)(i) The Master Servicer shall process the following
actions (or the determination not to take action with respect thereto) with respect to Serviced Mortgage Loans that are not Specially
Serviced Loans (and any related Serviced Companion Loan): (A) Special Servicer Decisions (with respect to clauses (i)(A) and (i)(B)
of the definition of such term) and (B) any servicing action that is not a Major Decision or other Special Servicer Decision.


 


(ii)
The Special Servicer shall process all servicing actions in respect of (A) Specially Serviced Loans and (B) the following actions
(or the determination not to take action with respect thereto) with respect to Serviced Mortgage Loans that are not Specially
Serviced Loans (and any related Serviced Companion Loan): (x) Special Servicer Decisions (other than with respect to clauses (i)(A)
and (i)(B) of the definition of such term) and (y) Major Decisions. Upon receiving a request for any action described in the preceding
sentence, the Master Servicer shall forward such request to the Special Servicer and unless, subject to clause (a)(iii)
and subsection (b) below, the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process
such request, the Master Servicer shall have no further obligation with respect to such request except to cooperate with the Special
Servicer and to deliver to the Special Servicer any additional information requested by the Special Servicer that is in the Master
Servicer’s possession related to such request; however, regardless of whether the Master Servicer or the Special Servicer
is required to process any request, any Special Servicer Decision or Major Decision shall require the consent or approval of the
Special Servicer.


 


(iii)
Notwithstanding the foregoing, with respect to any action in respect of a Serviced Mortgage Loan (and any related Serviced Companion
Loan) that is not a Specially Serviced Loan that the Special Servicer is responsible for processing as described in clause
(ii) above, the Master Servicer and the Special Servicer may mutually agree that the Master Servicer shall process such action,
subject to the Special Servicer’s consent (pursuant to clause (b) below).


 


(b)(i) The
Master Servicer shall not agree to any modification, waiver, amendment, consent or other action that constitutes a Major Decision
or Special Servicer Decision (or make a determination not to take action with respect thereto) that it is processing unless the
Master Servicer has obtained the consent of the Special Servicer, which consent shall be deemed given (unless earlier objected
to by the Special Servicer) ten (10) Business Days after the Special Servicer’s receipt from the Master Servicer of the
Master Servicer’s written recommendation and analysis with respect to such action and all information reasonably requested
by the Special Servicer and in the possession of the Master Servicer in order to grant or withhold consent with respect to such
action; provided, that, in any event the consent of the Directing Certificateholder (to the extent provided under Section 6.08)
and any applicable Companion Loan holder (to the extent provided under the related Intercreditor Agreement) shall be required
in respect of a Major Decision. Upon receipt by the Special Servicer of the Master Servicer’s written recommendation and
analysis, the Special Servicer shall promptly provide such information to the Directing Certificateholder for its review, to the
extent it relates to an action that constitutes a Major Decision.


 



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(ii)           The
Special Servicer shall be responsible for promptly seeking any required consent of the Directing Certificateholder (and, if consultation
is required, will be responsible for promptly consulting with the Directing Certificateholder, the Risk Retention Consultation
Party and the Operating Advisor) as and to the extent required under Section 6.08. In addition, with respect to any Major
Decision in respect of a Servicing Shift Whole Loan or a Serviced AB Whole Loan, the Special Servicer shall be responsible for
seeking any required consent of the holder of the related Servicing Shift Control Note or Serviced Subordinate Companion Loan,
as applicable (and, if consultation is required, will be responsible for consulting with such party) as and to the extent required
under the related Intercreditor Agreement. With respect to any party in this clause (ii) whose consent is sought, a response by
such party that it is reviewing the relevant action shall not preclude it from providing its consent at a later time, but shall
preclude a determination that it has been deemed to consent to the relevant action.


 


(iii)          With
respect to any Mortgagor request or other action in respect of a Non-Specially Serviced Loan that is not a Special Servicer Decision
or a Major Decision, the Master Servicer shall process such request or action and shall not be required to obtain the consent
of, or consult with, any party, including the Special Servicer, the Directing Certificateholder, the Operating Advisor and the
Risk Retention Consultation Party.


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01        Distributions.


 


(a) On
each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be
deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account
in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)            first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-SB
Certificates, the Class X-A Certificates, the Class X-D Certificates, the Class X-F Certificates and the Class X-G Certificates
and to the Grantor Trust in respect of the Class A-4 Upper-Tier Regular Interest, the Class A-4-X1 Upper-Tier Regular Interest,
the Class A-4-X2 Upper-Tier Regular Interest, the Class A-5 Upper-Tier Regular Interest, the Class A-5-X1 Upper-Tier Regular Interest
and the Class A-5-X2 Upper-Tier Regular Interest, pro rata (based upon their respective entitlements to interest for such
Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of
such Classes of Certificates or Exchangeable Upper-Tier Regular Interests for such Distribution Date;


 



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(ii)           second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the
Class A-SB Certificates and the Grantor Trust in respect of the Class A-4 Upper-Tier Regular Interest and the Class A-5 Upper-Tier
Regular Interest, in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding
Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for
such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1) above have
been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced
to zero; (3) third, to the Holders of the Class A-2 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2) above
have been made on such Distribution Date, until the outstanding Certificate Balance of the Class A-2 Certificates has been
reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3)
above have been made on such Distribution Date, until the outstanding Certificate Balance of the Class A-3 Certificates
has been reduced to zero; (5) fifth, to the Grantor Trust in respect of the Class A-4 Upper-Tier Regular Interest
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the
Class A-4 Upper-Tier Regular Interest has been reduced to zero; (6) sixth, to the Grantor Trust in respect of the
Class A-5 Upper-Tier Regular Interest in an amount up to the Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclauses (1), (2), (3), (4) and (5) above have been made on
such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Upper-Tier Regular Interest has been reduced
to zero; and (7) seventh, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3),
(4), (5) and (6) above have been made on such Distribution Date), until the outstanding Certificate Balance of the
Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Holders of the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-SB Certificates and the Grantor
Trust in respect of the Class A-4 Upper-Tier Regular Interest and the Class A-5 Upper-Tier Regular Interest, pro rata (based
on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date,
until the Certificate Balance of each of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-SB Certificates, the Class A-4 Upper-Tier Regular Interest and the Class A-5 Upper-Tier Regular Interest has been
reduced to zero;


 


(iii)          third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class
A-SB Certificates, and to the Grantor Trust in respect of the Class A-4 Upper-Tier Regular Interest and the Class A-5 Upper-Tier
Regular Interest, first, up to an amount equal to, and pro rata based upon, the unreimbursed Realized Losses previously
allocated to each such Class, and second, up to an amount equal 



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to, and pro rata based upon, interest on such unreimbursed
Realized Losses at the Pass-Through Rate for each such Class compounded monthly from the date the related Realized Loss was allocated
to such Class;


 


(iv)          fourth, to the Grantor Trust in respect of the Class A-S Upper-Tier Regular Interest, the Class A-S-X1 Upper-Tier
Regular Interest and the Class A-S-X2 Upper-Tier Regular Interest, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective Interest Distribution Amounts in respect of such Upper-Tier Regular Interests for such Distribution
Date;


 


(v)           fifth, to the Grantor Trust in respect of the Class A-S Upper-Tier Regular Interest, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder),
until the outstanding Certificate Balance of the Class A-S Upper-Tier Regular Interest has been reduced to zero;


 


(vi)          sixth, to the Grantor Trust in respect of the Class A-S Upper-Tier Regular Interest, first, up to an amount
equal to the unreimbursed Realized Losses previously allocated to such Upper-Tier Regular Interest, and second, for interest
on such unreimbursed Realized Losses at the Pass-Through Rate for such Upper-Tier Regular Interest compounded monthly from the
date the related Realized Loss was allocated to such Upper-Tier Regular Interest;


 


(vii)         seventh, to the Grantor Trust in respect of the Class B Upper-Tier Regular Interest, the Class B-X1 Upper-Tier Regular
Interest and the Class B-X2 Upper-Tier Regular Interest, in respect of interest, up to an amount equal to, and pro rata in accordance
with, the respective Interest Distribution Amounts in respect of such Upper-Tier Regular Interests for such Distribution Date;


 


(viii)        eighth, to the Grantor Trust in respect of the Class B Upper-Tier Regular Interest, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder),
until the outstanding Certificate Balance of the Class B Upper-Tier Regular Interest has been reduced to zero;


 


(ix)           ninth, to the Grantor Trust in respect of the Class B Upper-Tier Regular Interest, first, up to an amount equal
to the unreimbursed Realized Losses previously allocated to such Upper-Tier Regular Interest, and second, for interest
on such unreimbursed Realized Losses at the Pass-Through Rate for such Upper-Tier Regular Interest compounded monthly from the
date the related Realized Loss was allocated to such Upper-Tier Regular Interest;


 


(x)            tenth, to the Grantor Trust in respect of the Class C Upper-Tier Regular Interest, the Class C-X1 Upper-Tier Regular
Interest and the Class C-X2 Upper-Tier Regular Interest, in respect of interest, up to an amount equal to, and pro rata in accordance
with, the respective Interest Distribution Amounts in respect of such Upper-Tier Regular Interests for such Distribution Date;


 



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(xi)           eleventh, to the Grantor Trust in respect of the Class C Upper-Tier Regular Interest, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder),
until the outstanding Certificate Balance of the Class C Upper-Tier Regular Interest has been reduced to zero;


 


(xii)          twelfth, to the Grantor Trust in respect of the Class C Upper-Tier Regular Interest, first, up to an amount
equal to the unreimbursed Realized Losses previously allocated to such Upper-Tier Regular Interest, and second, for interest
on such unreimbursed Realized Losses at the Pass-Through Rate for such Upper-Tier Regular Interest compounded monthly from the
date the related Realized Loss was allocated to such Upper-Tier Regular Interest;


 


(xiii)         thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)        fourteenth, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate
Balance of the Class D Certificates has been reduced to zero;


 


(xv)         fifteenth, to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xvi)        sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)       seventeenth, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate
Balance of the Class E Certificates has been reduced to zero;


 


(xviii)      eighteenth, to the Holders of the Class E Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)         nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)          twentieth, to the Holders of the Class F Certificates, in reduction of the Certificate Balance thereof, an amount equal
to the Principal Distribution Amount (reduced 



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by any prior distributions thereof hereunder), until the outstanding Certificate
Balance of the Class F Certificates has been reduced to zero;


 


(xxi)         twenty-first, to the Holders of the Class F Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxii)        twenty-second, to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third, to the Holders of the Class G Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate
Balance of the Class G Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth, to the Holders of the Class G Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxv)        twenty-fifth, to the Holders of the Class H-RR Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate
Balance of the Class H-RR Certificates has been reduced to zero;


 


(xxvii)      twenty-seventh, to the Holders of the Class H-RR Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxviii)     twenty-eighth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


Amounts
distributable or otherwise allocable to any Exchangeable Upper-Tier Regular Interest set forth above will be distributed to the
corresponding Classes of Exchangeable Certificates in accordance with their Class Percentage Interests therein pursuant to Section
5.11.


 


(b)           [Reserved].


 



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(c)           On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement (with interest) of Realized Losses in an amount equal to the amount of principal or reimbursement (with interest)
of Realized Losses actually distributable to the Holders of the Class of Related Certificates or the Grantor Trust in respect
of the Related Exchangeable Upper-Tier Regular Interest as provided in Sections 4.01(a), 4.01(d), 4.01(f)
and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates or the Related Exchangeable Upper-Tier Regular Interest.
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in
an amount equal to the Interest Distribution Amount in respect of the Class of Related Certificates or the Related Exchangeable
Upper-Tier Regular Interest plus (x) a pro rata portion (or, with respect to each of clauses (iv) and (v) below, the entire
portion) of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LASB,
Class LA4 and Class LA5 Uncertificated Interests, the Class X-A Certificates, (ii)  in the case of the Class LD
and LE Uncertificated Interests, the Class X-D Certificates, (iii) in the case of the Class LF Uncertificated Interest, the Class
X-F Certificates, and (iv) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates, in each case, computed
based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the
Class of Related Certificates or the Related Exchangeable Upper-Tier Regular Interest and a notional amount equal to its related
Lower-Tier Principal Amount, and (y) the Interest Distribution Amount in respect of (i) in the case of the Class LA4 Uncertificated
Interest, each of the Class A-4-X1 Upper-Tier Regular Interest and the Class A-4-X2 Upper-Tier Regular Interest, (ii) in the case
of the Class LA5 Uncertificated Interest, each of the Class A-5-X1 Upper-Tier Regular Interest and the Class A-5-X2 Upper-Tier
Regular Interest, (iii) in the case of the Class LAS Uncertificated Interest, each of the Class A-S-X1 Upper-Tier Regular Interest
and the Class A-S-X2 Upper-Tier Regular Interest, (iv) in the case of the Class LB Uncertificated Interest, each of the Class
B-X1 Upper-Tier Regular Interest and the Class B-X2 Upper-Tier Regular Interest, and (v) in the case of the Class LC Uncertificated
Interest, each of the Class C-X1 Upper-Tier Regular Interest and the Class C-X2 Upper-Tier Regular Interest, in each case of clause
(x) and clause (y) to the extent actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant
to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall
be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Class of Related
Certificates or the Related Exchangeable Upper-Tier Regular Interest with respect thereto, as adjusted for the allocation of Realized
Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal balance of each Lower-Tier Regular
Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate with respect to each Lower-Tier
Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only 



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to the extent
of the Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)           After the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in
this Section 4.01.


 


(e)           Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date
corresponding to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium
(net of Liquidation Fees or Workout Fees payable therefrom) in the following manner:


 


(i)            to
each Class of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-4-1, Class A-4-2, Class A-5,
Class A-5-1, Class A-5-2, Class A-S, Class A-S-1, Class A-S-2, Class B, Class B-1, Class B-2, Class C, Class C-1,
Class C-2, Class D and Class E Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment
Premium (net of any Liquidation Fees payable therefrom), (2) the related Base Interest Fraction for such Class of Certificates
and the applicable principal prepayment, and (3) a fraction, the numerator of which is equal to the amount of principal distributed
to such Class of Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date;


 


(ii)           to
the Class A-4-X1 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class A-4-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class A-4 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-4-1 Certificates
and the applicable principal prepayment;


 


(iii)          to
the Class A-4-X2 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class A-4-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-


 






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3,
Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates,
the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that
Distribution Date and (3) the difference between (i) the Base Interest Fraction for the Class A-4 Certificates and the applicable
principal prepayment and (ii) the Base Interest Fraction for the Class A-4-2 Certificates and the applicable principal prepayment;


 


(iv)          to
the Class A-5-X1 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class A-5-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class A-5 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-5-1 Certificates
and the applicable principal prepayment;


 


(v)           to
the Class A-5-X2 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class A-5-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class A-5 Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-5-2 Certificates
and the applicable principal prepayment;


 


(vi)          to
the Class A-S-X1 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class A-S-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class A-S Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-S-1 Certificates
and the applicable principal prepayment;


 


(vii)         to
the Class A-S-X2 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class A-S-2 Certificates for that Distribution Date, and the denominator 



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of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class A-S Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class A-S-2 Certificates
and the applicable principal prepayment;


 


(viii)        to the Class B-X1 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class B-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class B Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class B-1 Certificates
and the applicable principal prepayment;


 


(ix)           to the Class B-X2 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class B-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class B Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class B-2 Certificates
and the applicable principal prepayment;


 


(x)            to the Class C-X1 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal distributed to
the Class C-1 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class C Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class C-1 Certificates
and the applicable principal prepayment;


 


(xi)          
to the Class C-X2 Certificates, the product of (1) the amount of such Yield Maintenance Charge or Prepayment Premium (net of
any Liquidation Fees payable therefrom), (2) a fraction, the numerator of which is equal to the amount of principal 



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distributed to
the Class A-S-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date and (3) the difference between (i) the Base Interest Fraction for
the Class C Certificates and the applicable principal prepayment and (ii) the Base Interest Fraction for the Class C-2 Certificates
and the applicable principal prepayment;


 


(xii)         to the Class X-A Certificates, the excess, if any, of (1) the product of (i) the amount of such Yield Maintenance Charge or Prepayment
Premium (net of any Liquidation Fees payable therefrom) and (ii) a fraction, the numerator of which is equal to the amount of
principal distributed to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates, the Class A-4 Exchangeable Certificates
and the Class A-5 Exchangeable Certificates for that Distribution Date, and the denominator of which is the total amount of principal
distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the
Class C Exchangeable Certificates for that Distribution Date, over (2) the amount of such Yield Maintenance Charge or Prepayment
Premium distributed to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates, the Class A-4 Exchangeable Certificates,
the Class A-5 Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates, as described
above; and


 


(xiii)        
to the Class X-D Certificates, any remaining portion of such Yield Maintenance Charge or Prepayment Premium (net of any
Liquidation Fees payable therefrom) not distributed as described above in this clause (e).


 


Notwithstanding
any of the foregoing to the contrary, if at any time the Certificate Balances of the Principal Balance Certificates (other than
the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the Mortgage
Loans, and any Yield Maintenance Charge or Prepayment Premium is collected during any Collection Period with respect to any Mortgage
Loan, then on the Distribution Date immediately succeeding the end of such Collection Period, the Certificate Administrator shall
pay to the Holders of each remaining Class of Principal Balance Certificates then entitled to distributions of principal on such
Distribution Date the product of (a) any Yield Maintenance Charge or Prepayment Premium distributable on the subject Distribution
Date (net of any Liquidation Fees payable therefrom), and (b) a fraction, the numerator of which is equal to the amount of principal
distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed
to all Principal Balance Certificates for that Distribution Date.


 


For
purposes of the first this Section 4.01(e), the relevant “Base Interest Fraction” in connection with
any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference



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 between (i) the
Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances
will the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to both
the Mortgage Rate on such Mortgage Loan and the Pass-Through Rate on such Class for the related Distribution Date, then the
Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage
Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the
Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage
Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan and distributable on any Distribution Date shall be a rate
per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield
Maintenance Charge pursuant to the terms of the relevant Mortgage Loan, such discount rate (as reported by the applicable Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan, the yield
calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury
Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week
most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with
a maturity date, one longer and one shorter, most nearly approximating the related stated Maturity Date (in the case of a Mortgage
Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan that is related
to an ARD Loan), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15
(519) is no longer published, the Certificate Administrator shall select a comparable publication as the source of the applicable
yields of U.S. Treasury constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Holders of the Class V or Class R Certificates.


 


All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
and Exchangeable Certificates on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata
based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution
Date pursuant to Section 4.01(c) above. The entitlement of each Exchangeable Upper-Tier Regular Interest to Yield Maintenance
Charges and Prepayment Premiums shall be equal to the sum of the entitlements to Yield Maintenance Charges and Prepayment Premiums
of the corresponding Classes of Exchangeable Certificates that represent interests therein (in the case of each such corresponding
Class, to the extent of its interest in such Exchangeable Upper-Tier Regular Interest).


 


(f)            On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-



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Serviced Mortgage Loan) up to an amount equal to the Gain-on-Sale Remittance Amount.
The Certificate Administrator shall deposit such amount in the Distribution Account for distribution to the Holders of the Regular
Certificates and the Grantor Trust in respect of the Exchangeable Upper-Tier Regular Interests (and correspondingly, the Exchangeable
Certificates) as part of the Available Funds (in order of distribution priority) (first deeming such amounts to be distributed
with respect to the Related Lower-Tier Regular Interests). Any amounts remaining in the Gain-on-Sale Reserve Account after
such distributions shall be applied to offset future Realized Losses allocated to, and cover future shortfalls in distributions
of interest and principal with respect to, the Regular Certificates and the Exchangeable Upper-Tier Regular Interests (and correspondingly,
the Exchangeable Certificates). Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account
shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR
Interest.


 


(g)           All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository
shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance
with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect
participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master
Servicer, the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law.


 


(h)           Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination 



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Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)            the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)           no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to a Holder of Certificates of a Class on such Distribution Date because of the failure of such Holder to
tender its Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder. If any Certificates as to which notice has been given pursuant to this Section
4.01(h) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second
notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through
an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)            Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates and the Exchangeable Upper-Tier
Regular Interests (and correspondingly, the Exchangeable Certificates) shall be made in the amounts and manner specified in Section
4.01(a) or Section 4.01(g), as applicable, to the Holders of the respective Class otherwise entitled to distributions
of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement
of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders
that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each
such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance
with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based upon the
aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder,
and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 



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(j)            On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans
shall be distributed solely to the Holders of the Class V Certificates from the Excess Interest Distribution Account. Excess
Interest will not be available to pay any other amounts except for distributions on Class V Certificates as set forth in
the prior sentence.


 


(k)           On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)            to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required
to be deposited therein;


 


(ii)           to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)          to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)          to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of
such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


Any
Late Collections received by the Master Servicer from the related Mortgagor that are allocable to a Serviced Pari Passu Companion
Loan (or, if such Companion Loan has been securitized, reimbursable to the Other Master Servicer or Other Trustee under the related
Other Pooling and Servicing Agreement) shall be remitted by the Master Servicer to the holder thereof (or such Other Master Servicer
or Other Trustee) within one (1) Business Day of receipt of properly identified and available funds; provided, that to the extent
any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially
reasonable efforts to remit such Late Collections to such party within one (1) Business Day of receipt of properly identified
and available funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of
properly identified and available funds.


 



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On
the final Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance
Date.


 


Section
4.02        Distribution Date Statements; CREFC® Investor Reporting Packages;
Grant of Power of Attorney. (a)  On each Distribution Date,
the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in
part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package
in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)            the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)           the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the
previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)          the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 


(iv)          the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)           the aggregate amount of unscheduled payments received;


 


(vi)          the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)         the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89
days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 



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(viii)        the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based
on the most recent Appraisal or valuation;


 


(ix)           the Available Funds for such Distribution Date;


 


(x)            the Interest Distribution Amount (and the amount thereof actually distributed) in respect of each Class of Certificates for such
Distribution Date, separately identifying any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)           the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A)  Prepayment
Premiums and Yield Maintenance Charges, and (B) in the case of the Class V Certificates, Excess Interest;


 


(xii)          the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)         the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with
respect to the pool of Mortgage Loans;


 


(xiv)         the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect
of the Principal Balance Certificates to date;


 


(xv)          the Certificate Factor for each Class of Certificates (other than the Class V and Class R Certificates) immediately following
such Distribution Date;


 


(xvi)        the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)       the current Controlling Class;


 


(xviii)      the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)         a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 



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(xx)          a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date);


 


(xxi)        
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)        in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)       the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)       the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in
full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)       with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
that determination;


 


(xxvii)      the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)    
exchanges of Exchangeable Certificates that took place since the last Distribution Date and the designations of the
applicable Classes that were exchanged or, if applicable, that no such exchanges have occurred;


 


(xxix)        the then-current credit support levels for each Class of Certificates;


 



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(xxx)        the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)       a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)      a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


 


(xxxiii)     an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which
information will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)     the amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which
person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders and Certificate Owners to prepare
their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements
of the Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
for such distribution period in which such Asset Review Report Summary was received, and (ii) post such Asset Review Report
Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review
Report Summary from the Asset Representations Reviewer.


 


(b)           The Master Servicer shall make the CREFC® Investor Reporting Package (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 any note representing an interest



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 in a Serviced Companion Loan, to the related Serviced Companion Noteholder on each Distribution
Date; and (ii) following the securitization of any note representing an interest in a Serviced Companion Loan to the related Other
Master Servicer (A) not later than two Business Days after the Determination Date or (B) if required under the terms of the related
Intercreditor Agreement, the earlier of (x) the Remittance Date and (y) the Business Day following the “determination date”
(or analogous term) under the applicable Other Pooling and Servicing Agreement; provided that the date of delivery is required
under this clause (ii)(B) is at least one Business Day after the scheduled monthly payment date under the related loan agreement.


 


(c)           Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s website, the Master Servicer shall take reasonable measures to ensure that only such parties listed above may
access such information including, without limitation, requiring registration, a confidentiality agreement and acceptance of a
disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information
in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information
delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b), other than information produced
by the Master Servicer or Special Servicer, as applicable; provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled
to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify
or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge
that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized
to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.






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Notwithstanding
the foregoing, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)            Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)            The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)             Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case,
is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder, as



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 applicable, is not a Borrower Party;
provided that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer,
generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep
such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively
rely. In addition, the Master Servicer or Special Servicer shall be entitled to conclusively rely on delivery from the Directing
Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form
of Exhibit P-1D that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling
Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section
4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03  P&I Advances. (a)  On
or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate
Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate
amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date,
(ii) apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in
discharge of any such obligation to make P&I Advances or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for
future distribution and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records
and replaced by the Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date
(to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the
aggregate amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for
such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make
a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I
Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer
shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m.,
New York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time,
on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier
REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution
Date. If the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole
Loan, then it shall provide to the related Other Master Servicer or Non-Serviced Master Servicer, as applicable, and Other Trustee
or Non-Serviced Trustee, as applicable, (and, to the extent required under the related Intercreditor Agreement, the related Other
Special Servicer or Non-Serviced Special Servicer, as applicable) under the Other Pooling and Servicing Agreement or Non-Serviced
PSA, as applicable written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2)



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 Business
Days of making such P&I Advance.


 


(b)            Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer
with respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related
Servicing Fees, any related Excess Interest (if applicable) and, in the case of any Non-Serviced Mortgage Loan, a fee accruing
at the related Pari Passu Loan Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loan (including
any Non-Serviced Mortgage Loan) and any successor REO Loan during the related Collection Period and were not received as of the
close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the
P&I Advance Date (including any successor REO Loan as to which the related Balloon Payment would have been past due), an amount
equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer
to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan)
or any successor REO Loan, shall continue until the Distribution Date on which the proceeds, if any, received in connection with
a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No
P&I Advances shall be made with respect to any Companion Loan (or any REO Loan that is a successor to such Companion Loan).
For the avoidance of doubt, the Master Servicer shall make P&I Advances on the basis of the original terms of any Mortgage
Loan, including Mortgage Loans subject to forbearance agreements or other temporary deferrals or payment accommodations, unless
the terms of the Mortgage Loan have been permanently modified to change or forgive a monetary obligation.


 


(c)            Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer
shall make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan
independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion
Loan. If the Master Servicer or Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan or Serviced Mortgage Loan that is part of a Whole Loan, if made, or any outstanding P&I Advance with respect
to a Non-Serviced Mortgage Loan or Serviced Mortgage Loan that is part of a Whole Loan previously made, would be, or is, as
applicable, a Nonrecoverable Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced
Trustee (and if required by the related Intercreditor Agreement, the related Non-Serviced Special Servicer) or applicable Other
Master Servicer and Other Trustee (and if required by the related Intercreditor Agreement, the related Other Special Servicer),
as the case may be, written notice of such determination within two (2) Business Days of the date of such determination. If the
Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special
Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced PSA with respect to a
Non-Serviced Companion Loan, that any 



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proposed advance under the applicable Non-Serviced PSA that is similar to a P&I
Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable
advance, then the Special Servicer, the Master Servicer or the Trustee may, based upon such determination, determine that any
P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable
P&I Advance. Thereafter, in either case, the Master Servicer shall not be required to make any additional P&I Advances
with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may
be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not
be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt,
the Special Servicer, the Master Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this
Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable
Advance.


 


(d)            In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the
Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless
related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including
the date of reimbursement; provided, that no interest will accrue on any P&I Advance (i) if the related Periodic
Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the
related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master
Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section
3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account.


 


(e)            Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I
Advance with respect to any Companion Loan (or portion of any REO Loan allocable to a Companion Loan) and (ii) if an Appraisal
Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal
reduction amount” has been made in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such
appraisal reduction amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance
in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall
be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest
portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced
Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator




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of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes
of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed
Scheduled Payment for the related Distribution Date.


 


(f)             In no event shall either the Master Servicer or the Trustee be required to advance on behalf of any Serviced Subordinate Companion
Loan holder any cure payment that such Serviced Subordinate Companion Loan holder is entitled to make.


 


Section
4.04   Allocation of Realized Losses. (a)  On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate
Administrator shall calculate the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this
calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the
Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v)
to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the
Mortgage Loans and any successor REO Loans immediately following such Distribution Date, is less than (ii) the then-aggregate
Certificate Balance of the Principal Balance Certificates after giving effect to distributions of principal on such Distribution
Date (any such deficit, the “Realized Loss”). Any allocation of Realized Losses to a Class of Principal Balance
Certificates or an Exchangeable Upper-Tier P&I Regular Interest shall be made by reducing the Certificate Balance thereof
by the amount so allocated. Any Realized Losses so allocated to a Class of Principal Balance Certificates shall be allocated among
the respective Certificates of such Class of Certificates in proportion to the Percentage Interests evidenced thereby. The allocation
of Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously
allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional
reduction in the Certificate Balance of the Class of Principal Balance Certificates or Exchangeable Upper-Tier P&I Regular
Interest in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates (other
than any Exchangeable Certificates) and Exchangeable Upper-Tier P&I Regular Interests, to the extent any Nonrecoverable Advances
(plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction
of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will
be added to the Certificate Balance(s) of the Class(es) of Principal Balance Certificates or Exchangeable Upper-Tier P&I Regular
Interest(s) that previously were allocated Realized Losses, in sequential order, according to the priority of payments for such
Principal Balance Certificates and Exchangeable Upper-Tier P&I Regular Interests (and with respect to the Class A-1, Class
A-2, Class A-3 and Class A-SB Certificates and the Class A-4 and Class A-5 Upper-Tier Regular Interests (and, correspondingly,
to the Class A-4, Class A-4-1, Class A-4-2, Class A-5, Class A-5-1 and Class A-5-2 Certificates, pro rata in proportion
to their Class Percentage Interests in the Class A-4 Upper-Tier Regular Interest or the Class A-5 Upper-Tier Regular Interest,
as applicable), on a pro rata basis according to the amount of unreimbursed Realized Losses on such Classes), in each case
up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates or Exchangeable
Upper-Tier Regular Interests.


 



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(b)            On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than any Exchangeable Certificates)
and the Exchangeable Upper-Tier P&I Regular Interests will be reduced without distribution, as a write-off to the extent
of any Realized Losses, if any, allocable to such Certificates or Exchangeable Upper-Tier P&I Regular Interests with respect
to such Distribution Date. Any such write off shall be allocated first, to the Class H-RR, Class G, Class F, Class E and
Class D Certificates, and the Class C, Class B and Class A-S Upper-Tier Regular Interests, in that order,
and second, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3 and
Class A-SB Certificates and the Class A-4 and Class A-5 Upper-Tier Regular Interests, in each case until the remaining Certificate
Balances of such Classes of Certificates or Upper-Tier Regular Interests have been reduced to zero. Any Realized Losses applied
to any Exchangeable Upper-Tier P&I Regular Interest as set forth above shall be allocated to the corresponding Classes of
Exchangeable P&I Certificates that represent an interest therein pro rata to reduce their Certificate Balances in accordance
with their Class Percentage Interests therein.


 


(c)            With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates (other than
any Exchangeable Certificates) or an Exchangeable Upper-Tier P&I Regular Interest pursuant to Section 4.04(a) or Section
4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of the Related
Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05   Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For
purposes of (x) determining the Controlling Class and whether a Control Termination Event has occurred and is continuing
and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating
Advisor, (A) Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage
Loan) will be allocated to the respective Classes of Principal Balance Certificates (other than any Exchangeable Certificates)
and Exchangeable Upper-Tier P&I Regular Interests in reverse sequential order to notionally reduce the related Certificate
Balances until the Certificate Balance of each such Class has been reduced to zero (i.e., first, to the Class H-RR, Class
G, Class F, Class E and Class D Certificates and the Class C, Class B and Class A-S Upper-Tier Regular Interests, in
that order, and finally, pro rata based on their Certificate Balances, to the Class A-1, Class A-2, Class A-3 and
Class A-SB Certificates and the Class A-4 and Class A-5 Upper-Tier Regular Interests), and (B) Collateral Deficiency Amounts (with
respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Control
Eligible Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class has been reduced to zero (i.e., to the Class H-RR, Class G and Class F Certificates, in that order).
Appraisal Reduction Amounts allocated to any Exchangeable Upper-Tier P&I Regular Interest as set forth above will be allocated
to the Classes of Exchangeable P&I Certificates representing interests therein pro rata in accordance with their respective
Class Percentage Interests in such Exchangeable Upper-Tier P&I Regular Interest.


 


As
of the first Determination Date after a Serviced Mortgage Loan becomes an AB Modified Loan, the Special Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice 



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that a Non-Serviced Mortgage Loan has become an AB Modified
Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information
reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB
Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal and any other
information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal
obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant
to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof.
Upon reasonable prior written request, the Master Servicer shall provide the Special Servicer with information in its possession
that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. Neither the Trustee nor the Certificate
Administrator shall calculate or verify any Collateral Deficiency Amount.


 


The
Special Servicer shall promptly notify the Master Servicer and the Certificate Administrator of the amount of any Appraisal Reduction
Amount and any Collateral Deficiency Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which
notification to the Certificate Administrator may be satisfied through delivery of such information included in the CREFC®
Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC®
Investor Reporting Package or such other report or reports mutually agreed upon between the Master Servicer and the Certificate
Administrator at such times required by, and otherwise in accordance with, Section 3.12(d)). Based on information in its
possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class.
The Certificate Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m)
and shall promptly post notice of any Appraisal Reduction Amount and/or Collateral Deficiency Amount, as applicable, to the
Certificate Administrator’s Website. With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as
applicable, calculated for purposes of (x) determining the Controlling Class and whether a Control Termination Event or Consultation
Termination Event has occurred and is continuing and (y) determining the Voting Rights of the related Classes for purposes of
removal of the Special Servicer or the Operating Advisor, the appraised value of the related Mortgaged Property will be determined
on an “as-is” basis.


 


The
Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation
or determination of any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Serviced Mortgage Loan.
The Master Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on the applicable
Non-Serviced Master Servicer’s or Non-Serviced Special Servicer’s, as applicable, calculation of any Appraisal Reduction
Amount with respect to a Non-Serviced Mortgage Loan, and the Special Servicer and the Certificate Administrator will be entitled
to conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount with respect
to a Non-Serviced Mortgage Loan.






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(b)            (i)  The Holders of the majority by Certificate Balance of any Class of Control Eligible Certificates that is determined
at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”)
as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at
their sole expense, to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master
Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal of any Mortgage Loan (or Serviced Whole
Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”). With respect to any Serviced Mortgage Loan, the Special Servicer shall use its reasonable
efforts to cause such Appraisal to be (A) delivered within thirty (30) days from receipt of the Requesting Holders’ written
request and (B) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may
not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special
Servicer to obtain an additional Appraisal). With respect to any Non-Serviced Mortgage Loan, the Master Servicer shall use commercially
reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer and to forward such second
appraisal to the Special Servicer.


 


(ii)            Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency
Amounts on the Non-Serviced Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage
Loans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special Servicer
(for Collateral Deficiency Amounts and Appraisal Reduction Amounts on Serviced Mortgage Loans) shall determine, in accordance
with the related servicing standard under the applicable Non-Serviced PSA or the Servicing Standard, as applicable, whether, based
on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted, and if so warranted, the Special Servicer or the Master Servicer, as applicable, shall recalculate the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and any information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class and each Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class may not exercise any direction, control, consent and/or similar rights of the Controlling Class until
such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Master Servicer
or Special Servicer, as applicable, of any request to obtain a supplemental Appraisal pursuant to clause (i) above
to but excluding the date on which either (A) the Special Servicer or Master Servicer, as applicable, determines that no recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Special Servicer or Master Servicer,
as applicable, recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental
Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review
Period shall be exercised by the most subordinate Class of Control Eligible Certificates that is not an Appraised-Out Class, if
any, during such period.






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(c)            The Special Servicer shall use reasonable efforts to order an Appraisal or conduct a valuation promptly upon the occurrence of
an Appraisal Reduction Event with respect to a Serviced Mortgage Loan. On the first Determination Date occurring on or after the
tenth business day following the later of (i) the date on which the Special Servicer receives the related Appraisal or conducts
a valuation as described in the definition of “Appraisal Reduction Amount” and (ii) the date on which the related
Appraisal Reduction Event occurred, the Special Servicer shall calculate and report to the Master Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder,
the Appraisal Reduction Amount, taking into account the results of such Appraisal or valuation and receipt of information requested
by the Special Servicer from the Master Servicer reasonably necessary to calculate the Appraisal Reduction Amount. Such report
shall be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan),
to the extent a related Serviced Pari Passu Companion Loan has been included in a securitization transaction, to the master servicer
of such securitization into which the such Serviced Pari Passu Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan.


 


With
respect to each Serviced Mortgage Loan and Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such
Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty
(30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of
the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination
and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as
a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation,
as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal
obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and (prior to the occurrence of any Consultation Termination Event and subject
to the DCH Limitations) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained
in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from
the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s possession
or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report
to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and (prior to the occurrence of any
Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder, the amount and calculation
or recalculation of the Appraisal Reduction Amount with respect to such Serviced Mortgage Loan or Serviced Whole Loan, as applicable,
and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, that the
Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of
the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master
Servicer to otherwise comply with its obligations hereunder. Such report shall also be promptly forwarded by the Master Servicer
(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent a related Serviced Companion
Loan has been included in an Other Securitization, to the Other 



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Servicer and the Other Trustee of such Other Securitization into
which such Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer
(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine
the Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount, shall replace the prior Appraisal Reduction Amount
with respect to such Serviced Mortgage Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination
Event (subject to the DCH Limitations), the Special Servicer shall consult with the Directing Certificateholder with respect to
any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing
but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject
of an Appraisal Reduction Event to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in
accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month
period immediately prior to the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer may use the prior Appraisal
or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any
material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request
shall be made promptly, but in no event later than ten (10) Business Days, after the later of (i) the date on which the Special
Servicer receives the related Appraisal or conducts a valuation as described in the definition of “Appraisal Reduction Amount”
and (ii) the date on which the related Appraisal Reduction Event occurred); provided, the Special Servicer’s failure to
timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information
to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request. The Master Servicer
shall not calculate Appraisal Reduction Amounts.


 


(d)            Any Serviced Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan previously subject to an Appraisal
Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification of such
Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other
Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal
Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance
with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)            Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect
of a Serviced AB Whole Loan will be allocated in accordance with the related 



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Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related Serviced Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced AB
Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective outstanding principal balances.
Any Appraisal Reduction Amount in respect of any Serviced Whole Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to any related Serviced Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro
rata, between the related Serviced Mortgage Loan and each related Serviced Pari Passu Companion Loan, based upon their respective
outstanding principal balances.


 


Section
4.06  Grantor Trust Reporting. (a) The parties intend that
the portion of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust shall
be conducted so as to qualify such portion as, a “grantor trust” under subtitle A, chapter 1, subchapter J, part
I, subpart E of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such
intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of
the Class V Certificates or the Exchangeable Certificates in the Grantor Trust so as to improve their rate of return. The
Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely
execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In
addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 (or,
if the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal
Revenue Service with copies of the statements in the following clause, (B) furnish, or cause to be furnished, to the Holders
of the Class V Certificates their allocable share of income and expense with respect to the Excess Interest and Excess Interest
Distribution Account, in the time or times and in the manner required by the Code and (C) furnish, or cause to be furnished, to
the Holders of the Exchangeable Certificates, their allocable share of income and expense with respect to the Exchangeable Upper-Tier
Regular Interests, in the time or times and in the manner required by the Code.


 


(b)           As
of the Closing Date, the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to
the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Cede & Co. is the
only “middleman” as defined in the WHFIT Regulations unless and until the Depositor provides the Certificate Administrator
with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to
indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that
such notice is incorrect.




 


(c)            The Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to the extent
the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall 



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make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)            The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to
the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of a Class V Certificate or an Exchangeable Certificate, by acceptance of its interest in such class of securities,
will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities,
including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate
or an Exchangeable Certificate, including the price, amount of proceeds and date of sale from the beneficial owner thereof or
the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(e)            To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates or the Exchangeable Certificates. The CUSIP so published will represent the Institutional
Accredited Investor CUSIP (in the case of the Class V Certificates) and the Rule 144A CUSIP (in the case of the Exchangeable Certificates).
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP
has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of
a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or
untimely CUSIP information.




 


Section
4.07   Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and
Document Request Tool. (a)  The Certificate Administrator shall
make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum” shall
be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and Certificate Owners
that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution Date Statement,
(B) the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by that party being made
available pursuant to Sections 3.13(b) and (d), the Serviced Mortgage Loans or the related Mortgaged Properties
or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor
or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and
collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted
and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate
Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan,
to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator
shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@midlandls.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master
Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply 



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of the Master Servicer, Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an
answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided
that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain
such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry
would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation
of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the
Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information (subject to the Privileged Information Exception, (vi) that answering the inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (vii) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the
Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination.
In addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder or the Risk
Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as part of its response to any Inquiries.
The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered.
Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the
following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer,
the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the
disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference
should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the
respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates.
None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or
the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A
Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate Administrator
shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer



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 thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will
not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website.
Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)            The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it
grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the
Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted
on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)            The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to
any Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating
to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the
Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the
case of the Master Servicer to the following: AskMidland@midlandls.com), in each case within a commercially reasonable period
of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below,
shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable
period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports,
as applicable) to the Rating Agency Q&A Forum and 



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Document Request Tool. Any reports posted by the 17g-5 Information Provider
in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement
or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating
Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the
case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond
the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under
this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its
sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not
reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08  Secure Data Room. (a)  The
Certificate Administrator shall create a Secure Data Room on the Closing Date. Upon receipt of a Mortgage Loan Seller’s
Diligence File Certification, the Depositor shall promptly deliver to the Certificate Administrator an electronic copy of the
Diligence Files for the Mortgage Loans that have been uploaded by such Mortgage Loan Seller to the IntraLinks Site. On the 120th
day after the Closing Date, to the extent not previously delivered to the Certificate Administrator, the Depositor shall deliver
to the Certificate Administrator an electronic copy of the Diligence File for each Mortgage Loan that has been uploaded to the
IntraLinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File
actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator
to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case,
upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially
in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall 



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be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)            The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents constituting any Diligence File have actually been delivered to the Certificate
Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the
contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room.
In the event that any document or information is posted in error, the Certificate Administrator may remove such document or information
from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies
of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be
responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)            Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the
Depositor or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the
Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the
Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


ARTICLE
V



THE CERTIFICATES


 


Section
5.01    The Certificates. (a)  The
Certificates will be substantially in the respective forms annexed hereto as Exhibit A-1 through and including Exhibit
A-3, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply,
or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers



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 executing
such Certificates, as evidenced by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered
Certificates (other than the Class X-A Certificates) will be issuable only in minimum Denominations of authorized initial
Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates
(other than the Class X-D, Class X-F, Class X-G, Class V and Class R Certificates) will be issuable in minimum Denominations of
authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the
Original Certificate Balance or Original Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00,
then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or Original Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The
Class V and Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 5% of such Class
V or Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)            One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)            A Class of Regular Certificates or Exchangeable Certificates will be considered outstanding until its Certificate Balance or Notional
Amount, as applicable, is reduced to zero. However, notwithstanding a reduction of its Certificate Balance to zero, reimbursements
of any previously allocated Realized Losses are required thereafter to be made to a Class of Principal Balance Certificates in
accordance with the payment priorities set forth in Section 4.01.


 


(d)            [Reserved].


 


(e)            [Reserved].


 


Section
5.02    Form and Registration. No transfer of any Non-Registered Certificate
shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective
registration or qualification under applicable state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or to the Initial Purchasers
or by the Initial Purchasers to an affiliate of LNR Securities Holdings, LLC (including STWD Liquid Holdings LLC and STWD CMBS
RR Holdings LLC) or LD III Sub VI LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable
state securities laws, then either:


 


(a)            Each Class of the Non-Registered Certificates (other than the Class V and Class R Certificates and the HRR Interest) sold
to institutions that are non-United States Securities 



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Persons in Offshore Transactions in reliance on Regulation S under
the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S
Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository,
and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on
behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement
of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S
Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a
beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures
set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a
Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear
or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period,
distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not
be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by
adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held
by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust
Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s
behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided.
If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company,
National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall
appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


 


(b)            Certificates of each Class of Non-Registered Certificates (other than the HRR Interest and the Class V and Class R Certificates)
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”)
shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or
an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 



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(c)            Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall
be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the HRR Interest and the Class V
and Class R Certificates shall only be in the form of Definitive Certificates.


 


(d)            Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of
such Class; provided, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial
owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described
in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry
Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository
of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive
Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same
legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall
recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of
Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all
references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the
registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


Section
5.03   Registration of Transfer and Exchange of Certificates. (a)  The
Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates
of each Class of Non-Registered Certificates represented by a Temporary 



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Regulation S Book-Entry Certificate, a Regulation S
Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration
of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.
No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


 


(b)            Subject to the restrictions on transfer set forth in this ARTICLE V, upon surrender for registration of transfer of any
Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such
Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the
Temporary Regulation S Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures
of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant
directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S
Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be
exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such
interest has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant
to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to
the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both)
a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person
making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(d)            Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate
for an interest in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A




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Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S
Book-Entry Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange
of, such interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given
in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit
or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the
Depository’s procedures containing information regarding the participant account of the Depository to be credited with such
increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest
stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the
Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise
entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion
of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry
Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate,
and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest
in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)            Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for
an interest in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take
delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the
rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions from
Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with
respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant
account of the 



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Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary
Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during
the Restricted Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest
and stating that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably
believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional
Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached
hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment Representation
Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is
being transferred.


 


(f)             Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a
Temporary Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream,
as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that
Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto
from the holder of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after
the Restricted Period, for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar
shall effect such exchange by delivering to the Depository for credit to the respective accounts of such holders, a duly executed
and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate Balance of interests in
the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry
Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred
to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates
referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary
Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount
represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as 



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the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered
hereunder.


 


(g)            Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than
the HRR Interest or a Class V or Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry
Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of such Non-Book
Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the
exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry
Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section
5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from
such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the
applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to
be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry
Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the
event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then
the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be
exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest
in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate
so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)            Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when
permitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule
144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee
of a Non-Book Entry Certificate (or any portion thereof).


 


(i)             Other Exchanges. Definitive Certificates may be transferred and/or exchanged only in accordance with such procedures as
are substantially consistent with the provisions of subsections (c) through (f) above (including the certification
requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case
may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 



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(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 Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(k)            If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there
is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such
legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar
shall authenticate and deliver Certificates that do not bear such legend.


 


(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)           With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form
of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for
which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local
law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (within the
meaning of the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of
ERISA), other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding
of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and 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, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held
only by a person not described in clauses (A) or (B) above, is presented for registration in the name of a
purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA,
Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the
Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any
such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register
the sale, transfer, pledge or other 



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disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator
have received either the representation letter described in clause (i) above or the Opinion of Counsel described in
clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne
by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers,
the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed
to represent that it is not a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge
or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall
be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(n)            No Class V or Class R 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 a Plan or using the assets of a Plan (within the meaning of the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class V or Class R
Certificate. Each prospective transferee of a Class V or Class R Certificate shall deliver to the transferor and the
Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the
prospective transferee is not a Plan or a person acting on behalf of or using the assets of a Plan (including an entity whose
underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of
Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA). 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.


 


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
described in the first sentence of this Section 5.03(n) 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. 



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In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of
the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the
proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed
transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows
generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership
Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide
by the provisions of this Section 5.03(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 D-2
(the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee
is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in
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, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, that such Persons shall in no event be excused from furnishing such information.


 


(o)            The Class V Certificates may only be transferred to and owned by Institutional Accredited Investors or Qualified Institutional
Buyers. The Class R Certificates may 



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only be transferred to and owned by Qualified Institutional Buyers. Each prospective
transferee of a Class R or Class V Certificate shall deliver to the transferor, the Depositor and the Certificate Registrar an
Investment Representation Letter in the form of Exhibit C attached hereto.


 


(p)            [Reserved].


 


(q)            Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and 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. If the Certificate Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the
Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


Section
5.04    Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or
indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest
in the Trust. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar
may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be
found at any time.


 


Section
5.05    Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement
and for all other purposes whatsoever, and neither the Master 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,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute
such report, statement or other information to such beneficial owner (or prospective transferee) under the same circumstances,
and subject to the same conditions, as such report, statement or other information as would be provided to a Certificateholder.


 



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Section
5.06  Access to List of Certificateholders’ Names and Addresses; Special Notices.
(a)  The Certificate Registrar shall maintain in as current form
as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders. If any
Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a list
of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of
the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business
Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and expense)
access during normal business hours to the most recent list of the Certificateholders. Every Certificateholder, by receiving and
holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any
such information as to the list of the Certificateholders hereunder, regardless of the source from which information was derived.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor
shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 







(b)            (i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding
such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form
10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include the
following and no more than the following: (a) the name of the party making the request, (b) the date the request was
received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such party
is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights
under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact
the requesting party. Disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding
sentence:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].


 


(ii)            Any Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding
the exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) should deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator at 9062 Old Annapolis Road, 



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Columbia, Maryland 21045, Attention: Corporate Trust Administration
Group – MSC 2022-L8 (with a copy to: trustadministrationgroup@wellsfargo.com). Any Communication Request must contain
the name of the Requesting Investor and the method that should be used to contact the Requesting Investor.


 


(iii)           In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp
guaranteed letter from a broker or dealer stating the requesting investor is the beneficial owner, or (D) a document acceptable
to the Certificate Administrator that is similar to any of the documents identified in clauses (A) through (C). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section
5.07    Maintenance of Office or Agency. The Certificate Registrar shall maintain
or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this
Agreement may be served. The Certificate Registrar initially designates its office at 600 South 4th Street, 7th Floor, Minneapolis,
Minnesota 55415 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section
5.08   Appointment of Certificate Administrator. (a)  Computershare
Trust Company, National Association is hereby initially appointed Certificate Administrator in accordance with the terms of this
Agreement (including, as applicable, any agents or affiliates utilized thereby). If the Certificate Administrator resigns or is
terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to
fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in
Section 8.06.


 


(b)            The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)            The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury 



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Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)            The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)            The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, that the appointment of such agents, affiliates or attorneys
shall not relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)             The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


 


Section
5.09    [RESERVED].


 


Section
5.10   Voting Procedures. With respect to any matters submitted to Certificateholders
for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


 


(a)           
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate
Administrator. Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote
and a voting deadline which shall be no less than thirty (30) days and no later than sixty (60) days after the date such
notice is distributed. The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the
Depository and by mail to the registered Holders of Definitive Certificates. In addition, the notice and related ballot shall
be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall be considered delivered to
all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)           In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their
holdings in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote
in accordance with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be
calculated by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the
vote. Only Classes with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be
permitted to vote. Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any
changes or retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a
ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to
change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could
approve or deny the proposition subject to a 



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vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)            The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)            Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)            If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require approval by Certificateholders entitled to at least a majority of the Voting Rights in order to
carry a proposition.


 


Section
5.11    Exchangeable Certificates.(a) On
the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates
shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an
amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest.
All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon
and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates
representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable
Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e).


 


(b)            Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered
Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates
set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The



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Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes
of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of
Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests
in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently
their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently
their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar,
as applicable, shall (i) make the appropriate notation of such exchange on the Certificate Register and on the Book-Entry Certificate
for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate
instructions to the Depository to reflect such reductions and increases.


 


	Surrendered
Classes (or Received Classes) of Certificates
	Received
Classes (or Surrendered Classes) of Certificates 

	Class
    A-4	Class
    A-4-1, Class A-4-X1
	Class
    A-4	Class
    A-4-2, Class A-4-X2
	Class
    A-5	Class
    A-5-1, Class A-5-X1
	Class
    A-5	Class
    A-5-2, Class A-5-X2
	Class
    A-S	Class
    A-S-1, Class A-S-X1
	Class
    A-S	Class
    A-S-2, Class A-S-X2
	Class
    B	Class
    B-1, Class B-X1
	Class
    B	Class
    B-2, Class B-X2
	Class
    C	Class
    C-1, Class C-X1
	Class
    C	Class
    C-2, Class C-X2


 


For
example, a Certificateholder holding Class A-S Certificates with a Denomination of $78,821,000 may surrender Class A-S Certificates
with a Denomination of $39,410,500 (the Certificates of the applicable Surrendered Class) and receive in exchange Class A-S-1
Certificates with a Denomination of $39,410,500 and Class A-S-X1 Certificates with a Denomination of $39,410,500 (collectively,
the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class A-S Certificates
in each of the Class A-S, Class A-S-X1 and Class A-S-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the
Class Percentage Interest of the Class A-S-1 Certificates in each of the Class A-S and Class A-S-X2 Upper-Tier Regular Interests
would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class A-S-X1 Certificates in the Class A-S-X1
Upper-Tier Regular Interest would be increased from 0% to 50%.


 


Similarly a Certificateholder holding Class A-S-1 Certificates with a Denomination
of $39,410,500 that seeks to surrender all such Certificates in exchange for Class A-S Certificates will be required to surrender all
such Certificates, as well as Class A-S-X1 Certificates with a Denomination of $39,410,500 in order to accomplish such exchange. In such
event (assuming no other Class A-S, Class A-S-1 and Class A-S-2 Certificates are outstanding), (i) the Class Percentage Interest of the
Class A-S-1 Certificates in each of the Class A-S and Class A-S-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii)
the Class Percentage Interest of the Class A-S-X1 Certificates in the Class A-S-X1 Upper-Tier Regular Interest would be reduced from 50%
to 0%, and (iii) the Class Percentage Interest of the Class A-S Certificates in each of the Class A-S, Class A-S-X1 and Class A-S-X2
Upper-Tier Regular Interests would be increased from 0% to 50%.



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(c)            The maximum Certificate Balance or Notional Amount of each Class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable
Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates or Class C Exchangeable Certificates that
may be issued in an exchange is equal to the Certificate Balance of the Class A-4, Class A-5, Class A-S, Class B or Class C Upper-Tier
Regular Interest, respectively.


 


(d)            In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in the
form of Exhibit VV to the Certificate Administrator by e-mail to cts.cmbs.bond.admin@wellsfargo.com (with a subject line
referencing “MSC 2022-L8” and setting forth the proposed Exchange Date) no later than three (3) Business Days before
the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the
first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead,
(ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding Certificate
Balance or Notional Amount and Original Certificate Balance or Original Notional Amount of each proposed Surrendered Class and
of each proposed Received Class; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Date.
A notice shall become irrevocable on the second Business Day before the proposed Exchange Date.


 


(e)            Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall
deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator shall
reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate
Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate
Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.


 


(f)             The Certificate Administrator shall make the first distribution on Certificates of any Received Classes related to an exchange
on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable
Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date
in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be
so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date.
Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of
the applicable Certificates to accomplish any exchange.


 



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ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET
REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section
6.01   Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor
and the Asset Representations Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the
Trustee, for its own benefit and the benefit of the Certificateholders, the Risk Retention Consultation Party, each Serviced Companion
Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor, as of the Closing Date, that:


 


(i)             The Master Servicer is a Division of a national banking association, duly organized, validly existing and in good standing under
the laws of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


(iv)           This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order 



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regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement;


 


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


 


(vii)          The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)         No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court
is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by
the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have
a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)            The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)             The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Florida, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


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


 



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


 


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


 


(v)            The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer
to perform its obligations under this Agreement;


 


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


 


(vii)          The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)         No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)            The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and
the Risk Retention Consultation Party, as of the Closing Date, that:


 


(i)             The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of New York, and the 



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Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


(iv)           This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)            The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


(vi)           The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)          No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


(viii)         No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and



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 performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder; and


 


(ix)            The Operating Advisor is an Eligible Operating Advisor.


 


(d)            The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer, the Risk Retention Consultation Party and the Certificate Administrator,
as of the Closing Date, that:


 


(i)             The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)            The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely
to materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


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


 


(iv)           This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this 



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Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


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


 


(vii)         
The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)         No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)           The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)            The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this
Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which
materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such
breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02        Liability of the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and
the Asset Representations Reviewer herein.


 



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Section
6.03    Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor,
the Special Servicer or the Asset Representations Reviewer. (a)  Subject
to subsection (b) below, the Depositor, the Master Servicer and the Special Servicer each will keep in full effect
its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and
each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification
is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage
Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)           
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be
limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage
surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which
the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor shall
be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, shall be the successor of the Depositor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer or the Operating Advisor (such Person, in the case of the Master Servicer or the
Special Servicer, in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder,
without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform
the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor, as the case may be, in accordance with the terms of this Agreement) or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that with respect to such
merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the
Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from
each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section
3.25); provided, further, that if the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer, the
Asset Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the
Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, shall not,
as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of
Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related
Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special
Servicer, the Asset Representations Reviewer or the Operating Advisor notifies the Depositor in writing (a “Merger
Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor
in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as 



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applicable, in writing
that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity
has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or
the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably
withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer, the Asset
Representations Reviewer or Operating Advisor may remain the Master Servicer, Special Servicer, the Asset Representations Reviewer
or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person
that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a
Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer, the Asset Representations Reviewer
or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger,
consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of
delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor
or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special
Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of
an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent.
If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions
set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving
Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section
7.01.


 


(i)             The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)            Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to
have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, that (x) such Person is an Eligible Asset Representations Reviewer and (y) the Trustee has received a Rating
Agency Confirmation with respect to such successor or surviving Person if the Asset Representations Reviewer is not the successor
or surviving Person. The rate at which the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
shall not be affected by such merger, consolidation or succession, and the Asset Representations Reviewer shall bear all reasonable
costs and expenses of each party hereto and each Rating Agency in connection with such merger, consolidation or succession.


 



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Section
6.04    Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and Others. (a)  None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and their respective Affiliates or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders
or the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, that (i) this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made by it herein or any liability which would
otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations
or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, and any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing
may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor and their respective Affiliates and any partner, director,
officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the
Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable
legal fees and expenses relating to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or
claim relating to this Agreement, the Mortgage Loans, the Companion Loans, the REO Loans or the Certificates, other than any loss,
liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection
with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct
or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. Each of
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer
and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution,
officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as
contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor to be genuine and to have been signed or presented by the proper party or parties and each of them may consult 



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with counsel,
in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion
of Counsel.


 


(b)            None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in
respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in
the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of the related Serviced Companion Loans
(as a collective whole) taking into account the subordinate or pari passu nature of any related Serviced Companion Loan,
as the case may be); provided, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved,
such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance
with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if amounts
on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate
to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will
be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)            Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in
the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs (including reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by the
Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations




    -373-


     


    

Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special Servicer, as
applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with
counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be,
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced
thereby.


 


(d)            Subject to Section 8.02, each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively
agrees to indemnify the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs (including reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)            The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and expenses
relating to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses that any of them
may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the 



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Depositor, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to
so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)             The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal
fees and expenses relating to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses
that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Operating Advisor,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the
case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)           
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members,
managers, employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of
obligations and duties hereunder.


 



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(h)           
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including
reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith
or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or
by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein. The Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset
Representations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not
affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the
Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)             The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Operating Advisor, Non-Serviced
Asset Representations Reviewer, Non-Serviced Depositor, Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced
Paying Agent and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents (collectively,
the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the
Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs (including reasonable legal fees and expenses relating to
the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses incurred in connection with
the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property under the
applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties
in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)             For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be,
will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties 



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hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause any Trust REMIC to fail to qualify as a REMIC or cause a tax to be imposed on the Trust or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code (for which determination the Master Servicer and Special
Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05    Depositor, Master Servicer and Special Servicer Not to Resign. Subject to
the provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a) determination that fulfillment of such party’s
duties hereunder is no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer,
upon the appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master
Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination permitting the
resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion
of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation
Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation of the Master Servicer or the
Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior
sentence so states, no such resignation by the Master Servicer or the Special Servicer under clause (a) above shall
become effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed
the Master Servicer’s or Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section
7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the
Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as
applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to
this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control
Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably
withheld. The resigning party shall pay all costs and expenses (including out-of-pocket costs and expenses incurred by
the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to
appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated
or removed pursuant to Section 7.01.


 



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Section
6.06     Rights of the Depositor in Respect of the Master Servicer and the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and
the Special Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section
6.07     The Master Servicer and the Special Servicer as Certificate Owner. The Master
Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”)
the same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section
6.08     The Directing Certificateholder and the Risk Retention Consultation Party.
(a)  Other than with respect to any Serviced AB Whole Loan for which
the related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period, (i) for
so long as no Control Termination Event has occurred and is continuing and subject to the DCH Limitations, the Directing Certificateholder
shall be entitled to advise the Special Servicer with respect to matters relating to a Major Decision, and the Special Servicer
shall not be permitted to take or consent to the Master Servicer’s taking any action that constitutes a Major Decision as
to which the Directing Certificateholder has objected in writing within ten (10) Business Days (or thirty (30) days with respect
to an action that constitutes a Major Decision under clause (xi) of the definition of “Major Decision”) after
the receipt of a written report by the Special Servicer describing in reasonable detail (x) the background and circumstances requiring
action of the Special Servicer, (y) the proposed course of action recommended and (z) all information reasonably requested by
the Directing Certificateholder and in the Special Servicer’s possession in order to grant or withhold such consent, which
report may (in the sole discretion of the Special Servicer) take the form of an Asset Status Report (the “Major Decision
Reporting Package”) (provided that if such written objection has not been received by the Special Servicer within such
ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder shall be deemed to have approved such
action) and (ii) to the extent the Master Servicer is responsible for processing the subject action pursuant to Section 3.34,
the Master Servicer shall not be permitted to take any action constituting a Major Decision unless it has obtained the consent
or deemed consent of the Special Servicer pursuant to the consent process set forth in Section 3.34(b).


 


In
addition, with respect to any Mortgage Loan (for so long as no Control Termination Event has occurred and is continuing and subject
to the DCH Limitations), the Directing Certificateholder (subject to any rights, if any, of the related Companion Holder to advise
the Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement),
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the
Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding




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anything herein to the contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may
require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions, including without limitation
the obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special
Servicer, as applicable, hereunder.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder,
the Risk Retention Consultation Party or a Companion Holder or any advice from the Directing Certificateholder, the Risk Retention
Consultation Party or a Companion Holder would cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, any Intercreditor Agreement, applicable law, this Agreement, including without limitation, the Servicing
Standard, or the REMIC Provisions, expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of responsibilities
of the Master Servicer or the Special Servicer, as applicable, under this Agreement, then the Special Servicer or Master Servicer,
as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder, the Risk Retention
Consultation Party or Companion Holder, as applicable, the Trustee and the Rating Agencies of its determination, including a reasonably
detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special
Servicer in accordance with the direction of or approval of the Directing Certificateholder or Companion Holder that does not
violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will
not result in any liability on the part of the Master Servicer or the Special Servicer.


 


With
respect to any Major Decision related to any Serviced Mortgage Loan that is not an Excluded RRCP Loan, upon request of the Risk
Retention Consultation Party, the party processing the Major Decision as specified under Section 3.34 shall consult on
a non-binding basis with the Risk Retention Consultation Party, in each case within the same time period as such party would be
required to consult with the Directing Certificateholder with respect to such Major Decision (assuming the Directing Certificateholder
had such right with respect to such Mortgage Loan); provided, that prior to the occurrence and continuance of a Consultation Termination
Event, such Mortgage Loan must also be a Specially Serviced Loan. In the event the Master Servicer or the Special Servicer, as
applicable, receives no response from the Risk Retention Consultation Party within ten (10) days following the later of (i) the
Master Servicer’s or the Special Servicer’s, as applicable, written request for input on any requested consultation
and (ii) delivery of all such additional information reasonably requested by such Risk Retention Consultation Party related to
the subject matter of such consultation (and in the possession of the Master Servicer or Special Servicer, as applicable), the
Master Servicer or the Special Servicer, as applicable, will not be obligated to consult with such Risk Retention Consultation
Party on the specific matter; provided, that the failure of such Risk Retention Consultation Party to respond will not relieve
the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with such Risk Retention
Consultation Party on any future matters with respect to the applicable Mortgage 



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Loan. Notwithstanding anything to the contrary
in this Agreement, so long as LNR Partners, LLC is the Special Servicer hereunder, it shall not be required to consult with or
provide any reports or information to the Risk Retention Consultation Party.


 


The
Special Servicer is not required to obtain the consent of the Directing Certificateholder for any Major Decision after the occurrence
and during the continuance of a Control Termination Event; provided, that, after the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event (and subject to the DCH Limitations),
the Special Servicer shall consult on a non-binding basis with the Directing Certificateholder in connection with any Major Decision
and consider alternative actions recommended by the Directing Certificateholder in respect thereof. In the event the Special Servicer
receives no response from the Directing Certificateholder within ten (10) Business Days following its written request for input
on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the
specific matter; provided, that the failure of the Directing Certificateholder to respond shall not relieve the Special
Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 


Notwithstanding
the foregoing, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized
by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or
any other matter requiring consent of or consultation with the Directing Certificateholder, the Risk Retention Consultation Party,
the Operating Advisor or a Companion Holder, is necessary to protect the interests of the Certificateholders (or, with respect
to any Serviced Whole Loan, the interest of the Certificateholders and the holder(s) of the related Serviced Companion Loan(s))
(as a collective whole (taking into account the subordinate or pari passu nature of any related Serviced Companion Loan,
as the case may be)), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the
Special Servicer’s (in the case of the Master Servicer), the Directing Certificateholder’s or the Companion Holder’s
response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party, the Operating
Advisor or the Companion Holder, as the case may be), provided that the Special Servicer or Master Servicer, as applicable,
provides the Special Servicer (in the case of the Master Servicer) or the Directing Certificateholder (or the Risk Retention Consultation
Party, the Operating Advisor or the Companion Holder, if applicable) with prompt written notice following such action including
a reasonably detailed explanation of the basis therefor.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, that the Directing Certificateholder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders.


 


The
Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor solely following the occurrence
and continuance of a Control Termination Event, simultaneously upon providing such Major Decision Reporting Package to the Directing




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Certificateholder (or at the time such Major Decision Reporting Package would otherwise be required to be so provided without
regard to the occurrence of a Consultation Termination Event and otherwise assuming that the Directing Certificateholder is entitled
to receive such documentation). After the occurrence and continuance of a Control Termination Event, with respect to any particular
Major Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Special
Servicer to the Operating Advisor, the Special Servicer shall make available to the Operating Advisor a Servicing Officer with
relevant knowledge regarding any Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable
questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report.
In addition, if a Control Termination Event has occurred and is continuing, the Special Servicer shall consult with the Operating
Advisor (telephonically or electronically) in connection with any proposed Major Decision (and such other matters that are subject
to consultation rights of the Operating Advisor pursuant to this Agreement) and to consider alternative actions recommended by
the Operating Advisor in respect of such Major Decision (or such other matters), provided that such consultation is on a non-binding
basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days
following the later of (i) its written request for input (which initial request is required to include the related Major
Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably
requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be responsible
for consulting with the Operating Advisor on the specific matter; provided, that (x) a Major Decision Reporting Package
shall be included in the Special Servicer’s initial request and (y) the failure of the Operating Advisor to respond on any
specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future
matter with respect to the related Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. Notwithstanding anything herein
to the contrary, with respect to any Excluded DCH Loan (regardless of whether a Control Termination Event has otherwise occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating
Advisor.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party
shall not be protected against any liability to a Holder of the VRR Interest that would otherwise be imposed by reason of willful
misconduct, bad faith or gross negligence in the performance of duties owed to the Holders of the VRR Interest or by reason of
reckless disregard of obligations or duties owed to the Holders of the VRR Interest. Notwithstanding anything to the contrary
in this Agreement, so long as LNR Partners, LLC is the Special Servicer hereunder, it shall not be required to consult with or
provide any reports or information to the Risk Retention Consultation Party.


 


Any
Non-Serviced Controlling Holder with respect to a Non-Serviced Whole Loan shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Controlling Holder, with respect to the related Non-Serviced
Whole Loan, may take actions that favor the interests of other 



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parties over the Certificates, and that such Non-Serviced Controlling
Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of
Holders of some Classes of the Certificates, that such Non-Serviced Controlling Holder, with respect to such Non-Serviced Whole
Loan, may act solely in its own interests, that such Non-Serviced Controlling Holder shall not be liable to any Certificateholder
by reason of its having acted solely in its own interests, and that such Non-Serviced Controlling Holder shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)            Notwithstanding anything to the contrary contained herein, (i) after the occurrence and during the continuance of a Control
Termination Event, the Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by
any party to this Agreement; (ii) subject to the DCH Limitations, after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain
entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the 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 (iii) after the occurrence 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.


 


(c)            Notwithstanding anything herein to the contrary, the Directing Certificateholder shall not have the appointment, termination,
consent, consultation or notice rights described in this Agreement with respect to (i) a Serviced Mortgage Loan that is an Excluded
DCH Loan, (ii) a Servicing Shift Mortgage Loan (provided, that prior to a Control Termination Event, the Directing Certificateholder
will be entitled to exercise all rights of, and receive all notices to be provided to, the “Non-Controlling Note Holder”
under the related Intercreditor Agreement) or (iii) a Serviced AB Whole Loan (prior to the occurrence and continuance of a “control
appraisal event” (or similar term) under the related Intercreditor Agreement with respect thereto (unless otherwise provided
in the related Intercreditor Agreement)) (collectively, the “DCH Limitations”).


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination.
(a)  “Servicer Termination Event,” wherever used
herein, means with respect to the Master Servicer or the Special Servicer, as the case may be, any one of the following events:


 


(i)             (A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure 



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by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)            any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)           any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any
material respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5)
Business Days in the case of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated
by ARTICLE XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance
or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be
maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to
the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer
or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates
entitled to not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan if affected
by that failure, by the related Serviced Companion Noteholder; provided, if such failure is capable of being cured and
the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional
thirty (30) days; provided, further, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)           any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates entitled to not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Whole Loan if affected by such breach, by the related Serviced Companion Noteholder; provided, that if such breach is capable
of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day
period will be extended an additional thirty (30) days; or


 


(v)           
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or 



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state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the
Special Servicer, as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed for
a period of sixty (60) days; or


 


(vi)          the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or the Special Servicer, as applicable, or of or relating to all or
substantially all of its property; or


 


(vii)         the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)        the Master Servicer or the Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as a U.S.
Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such
status on such list within sixty (60) days; or


 


(ix)           KBRA 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 such
qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn by KBRA within sixty
(60) days of such event) and, in the case of either of clauses (A) or (B), such Rating Agency publicly cited
servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating
action; or


 


(x)            the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60)
days of the delisting.


 


(b)           If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and
every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may,
and at the written direction of (A) the Directing Certificateholder (solely with respect to the Special Servicer and, in any
event, (i) prior to the occurrence and continuance of a Control Termination Event, (ii) subject to the DCH
Limitations and (iii) other than with respect to a Servicing Shift Whole Loan (unless the Directing Certificateholder is
entitled to exercise the termination rights of the “Non-Controlling Note Holder” under the related Intercreditor
Agreement)), (B) the related 



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Servicing Shift
Control Note holder (to the extent set forth in the related Intercreditor Agreement and solely with respect to a Servicing Shift
Whole Loan and the Special Servicer with respect thereto), (C) the holder of the related Serviced Subordinate Companion Loan (prior
to the occurrence of a Serviced AB Control Appraisal Period with respect to the related Whole Loan and solely with respect to
the Special Servicer with respect to such Whole Loan) or (D) the Holders of Certificates entitled to at least 25% of the Voting
Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate the Master Servicer or the Special
Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A)
above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor,
all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable);
provided, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement
through the date of such termination as provided for under this Agreement for services rendered and expenses incurred. From and
after the receipt by the Affected Party of such written notice except as otherwise provided in this ARTICLE VII, all authority
and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the
Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been
credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special
Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any
REO Property (provided, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section
7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances
(in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers,
officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination). If replaced as a result of a Servicer Termination Event, the
Master Servicer or Special Servicer, as the case may be, shall be responsible for the costs and expenses associated with the transfer
of its duties.






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(c)            If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), (ix) or (x), the Master Servicer shall have a forty-five (45) day period after such notice in
which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and
Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During
such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that
the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume
the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer
hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that
affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated,
the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing
Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related
Serviced Whole Loan. A replacement Special Servicer shall be selected by the Trustee or, prior to a Control Termination Event,
by the Directing Certificateholder (subject to the DCH Limitations). Any Special Servicer appointed to replace the Special Servicer
with respect to the related Serviced Whole Loan cannot at any time be (without the prior written consent of the holder of such
Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the
related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance
with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating
agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(d)            At any time prior to the occurrence and continuance of a Control Termination Event, subject to the rights of the holder of a related
Serviced Subordinate Companion Loan pursuant to the related Intercreditor Agreement and subject to the DCH Limitations, the Directing
Certificateholder shall be entitled to terminate, with or without cause, the rights (subject to Section 3.11 and Section
6.04) and obligations of the Special Servicer under this Agreement, upon ten (10) Business Days’ notice to the Special
Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective
upon the appointment of a successor special servicer (which must be a Qualified Replacement Special Servicer) meeting the requirements
of this Section 7.01(d). Upon a termination of such Special Servicer, the Directing Certificateholder (subject to the DCH
Limitations) shall appoint a successor special servicer; provided, that (i) such successor will meet the requirements
set forth in Section 7.02, (ii) the Trustee has provided each Rating Agency with a Rating Agency Communication and
(iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K 



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filings have been completed with respect to any
related Companion Loan; provided, further, that so long as LNR Securities Holdings, LLC or an affiliate thereof (including STWD
Liquid Holdings LLC and STWD CMBS RR Holdings LLC) owns at least 15% of the Certificate Balance of the then-Controlling Class
of Certificates, LNR Partners, LLC may not be removed or replaced as Special Servicer without cause pursuant to this paragraph.
The recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders
of such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement
special servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of
Principal Balance Certificates evidencing not less than 25% of the Voting Rights allocable to the Principal Balance Certificates
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of the respective Classes thereof pursuant to Section 4.05 hereof) requesting a vote to replace the Special Servicer with
a new special servicer designated in such written direction to assume the duties of the Special Servicer hereunder, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating
Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which
will not be additional expenses of the Trust and (c) delivery by such Holders to each Rating Agency (with a copy to the Certificate
Administrator and Trustee) of a Rating Agency Communication (which Rating Agency Communication shall be provided at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation
of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty (180) days of the posting of
such notice. Upon the written direction of Holders of Certificates evidencing at least 75% of the Voting Rights that constitute
a minimum Certificateholder Quorum, the Trustee shall terminate all of the rights and obligations of the Special Servicer under
this Agreement and appoint the successor special servicer to assume the duties of such Special Servicer (which must be a Qualified
Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s
Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding
the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to (i) any Serviced AB Whole
Loan for which the holder of the related Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal
Period or (ii) any Servicing Shift Whole Loan.


 


With
respect to any Serviced Whole Loan, notwithstanding any contrary provision in the related Intercreditor Agreement, the Directing
Certificateholder shall only be permitted to terminate the Special Servicer under the circumstances set forth above.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of a Serviced AB Control
Appraisal Period and to the extent provided under the related Intercreditor Agreement, to replace the Special Servicer solely
with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency 



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Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes
the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and
after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement
reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion
of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this
Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement
will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder (or, if a Control Termination Event has occurred and is continuing, acting at the direction
of the Special Servicer)) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special
Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with
respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement
special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event under the
related Non-Serviced PSA, by the related Non-Serviced Controlling Holder; provided, that any successor special servicer appointed
to replace the special servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate
thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent
of the Directing Certificateholder.


 


Each
Servicing Shift Control Note holder shall have the right, to the extent provided under the related Intercreditor Agreement, to
replace the Special Servicer solely with respect to the related Servicing Shift Whole Loan, as applicable, so long as: (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and
after the date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities
of the Special Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to the related
Servicing Shift Whole Loan, pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and
(C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator
to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement,
(y) such replacement will be bound by the terms of this Agreement with respect to related Servicing Shift Whole Loan, and
(z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance
with the terms hereof.


 


After
the occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines that (i) the
Special Servicer is not performing its duties 



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as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, and (ii) the replacement of the Special Servicer would be in the best interests of the Certificateholders as a collective
whole, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report, substantially in the form of Exhibit W attached hereto, setting forth the reasons supporting its
recommendation (along with any information the Operating Advisor considered relevant to its recommendation) and recommending a
replacement Special Servicer (which form may be modified or supplemented from time to time to cure any ambiguity or error or to
incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided,
further, that in no event shall the information or any other content included in such written recommendation contravene
any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying
its recommendation) and recommending a suggested replacement special servicer to assume the duties of such Special Servicer, which
shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to
all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the
receipt of an affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting
Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective
Certificate Balances) of all Principal Balance Certificates on an aggregate basis within 180 days of posting of the Operating
Advisor’s recommendation to the Certificate Administrator’s Website and (ii) the delivery of a Rating Agency
Communication to each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i),
the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint
the successor special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer
of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal
fees and expenses of outside counsel) associated with providing such Rating Agency Communications and administering such vote
and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of
the Trust. In the event that the Certificate Administrator does not receive at least a majority of the requested votes, then the
Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer,
such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement
and to act as the Special Servicer’s successor hereunder. If the Special Servicer is terminated pursuant to this Section
7.01(d), the Directing Certificateholder may not subsequently reappoint such terminated Special Servicer thereof. Notwithstanding
the foregoing, the Operating Advisor’s recommendation to remove the Special Servicer as described above shall not apply
to (i) any Serviced AB Whole Loan for which the holder of the related Serviced Subordinate Companion Loan is not subject to a
Serviced AB Control Appraisal Period or (ii) any Servicing Shift Whole Loan.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising 



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from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)            The Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not
be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)             Notwithstanding the foregoing, if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially,
by any Serviced Companion Loan, then the Master Servicer may not be terminated by or at the direction of the related holder of
such Serviced Companion Loan or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan,
but upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to
appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


 


(g)            Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded DCH Loan,
the Directing Certificateholder shall be entitled to select an Excluded Special Servicer, as successor to the resigning Special
Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is also an Excluded DCH Loan or if
the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within thirty (30)
days of notice of such resignation, the resigning Special Servicer shall use reasonable efforts to select the related Excluded
Special Servicer. The resigning Special Servicer shall not have any liability with respect to the actions or inactions of the
applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer and shall, absent
negligence, willful misconduct or bad faith, be indemnified by the Trust pursuant to Section 6.04(a) for any loss, liability
or expense incurred in connection with any legal action relating to this transaction resulting solely from the identity or actions
of such Excluded Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that
the appointment would not result in a qualification, downgrade or withdrawal of any of their then current ratings of the Certificates
and the equivalent from each NRSRO hired to provide ratings with respect to any class of Serviced Companion Loan Securities (provided,
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation with respect
to the Certificates pursuant to Section 3.25 hereof), (ii) the applicable Excluded Special Servicer is a Qualified
Replacement Special Servicer and (iii) the applicable Excluded Special Servicer delivers to the Depositor and the Certificate
Administrator and any applicable Other Depositor and Other Certificate Administrator the information, if any, 



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required pursuant
to Item 6.02 of the Form 8-K regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan (including, without
limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related Excluded Special Servicer
shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan,
(3) the Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and
(4) the Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced
Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer
Loan (provided that the Special Servicer will remain entitled to all other special servicing compensation with respect
to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual
knowledge that a Mortgage Loan is no longer an Excluded DCH Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02    Trustee to Act; Appointment of Successor. On and after the time the Master
Servicer or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence
of Section 6.05 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that
no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the
successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided
in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all
respects in its capacity as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set
forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and
that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and
provisions hereof; provided, that any failure to perform such duties or responsibilities caused by the terminated party’s
failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such
successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer
which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not
affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The
Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for




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any of the representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred
by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any
Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may
be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the
Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which the Master Servicer would have been entitled
to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer
had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as
the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer,
as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its
role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master
Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer
by each Rating Agency, or if the Directing Certificateholder (solely with respect to the Special Servicer) ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) subject to the DCH Limitations) or the Holders of Certificates entitled
to more than 50% of the Voting Rights (or the related Controlling Holder (to the extent set forth in the related Intercreditor
Agreement, solely with respect to the related Serviced Whole Loan and the special servicer in respect thereof)) so request in
writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to the
Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or Special Servicer hereunder. No appointment of a successor to the Master Servicer
or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to the Master Servicer
or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such
appointment (solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance of a Control
Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the
Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity
as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or Special
Servicer as described herein, the 



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Trustee may make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided, that no such compensation with respect to a successor
master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master
Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever
is not the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the
servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor
Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be)
has not reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses
within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided
that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses.
If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party
requesting such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf
of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such
termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear
any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer
in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the
Master Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant
to this paragraph.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer,
it may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the
resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce
the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 7.02.


 


Section
7.03     Notification to Certificateholders. (a)  Upon
any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master
Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the
Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.


 


(b)           
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced 



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Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04    Waiver of Servicer Termination Events. The Holders of Certificates entitled
to at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder
may waive such Servicer Termination Event; provided, that a Servicer Termination Event under clause (i), (ii),
(viii), (ix) or (x) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders
of the affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect
to obligations under ARTICLE XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer
Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover from the Trust all costs and expenses incurred by it in connection with enforcement action taken
with respect to such Servicer Termination Event prior to such waiver. No such waiver shall extend to any subsequent or other Servicer
Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered
in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such Certificates.


 


Section
7.05   Trustee as Maker of Advances. In the event that the Master Servicer fails
to fulfill its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations
(x) within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting
in a Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has
actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related
Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant
to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation,
the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine
that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment
of any such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.






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ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01    Duties of the Trustee and the Certificate Administrator. (a)  The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving
of all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically
set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate
Administrator contained in this Agreement shall not be construed as a duty.


 


(b)            The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of ARTICLE II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine whether
they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this
Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)            No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, that:


 


(i)             Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;






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(ii)            Neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that
the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)           Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to not less than
25% (i) of the Percentage Interests of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting
Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)            The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section
8.02     Certain Matters Affecting the Trustee and the Certificate Administrator.
Except as otherwise provided in Section 8.01:


 


(i)             The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)            The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)           Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or 



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in the exercise
of any of its rights or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or
liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


 


(iv)           Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)            Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)           The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, that the appointment of such agents, affiliates
or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)         
For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed
to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or
any act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be
required to act unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual
knowledge thereof or unless written notice of any event, act, failure or breach, as applicable, which is in fact such a
default is received by the Trustee or the Certificate Administrator at the respective Corporate Trust Office, and such notice
references the Certificates or this Agreement;


 



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(viii)        Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the
Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


 


(ix)           Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as
applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)            In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)           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, that the knowledge of employees performing special
servicing functions shall not be imputed to employees performing master servicing functions and vice versa;


 


(xii)          Other than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or
the Certificate Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage and regardless of the form of action;


 


(xiii)         In connection with any vote or any other exercise by Certificateholders of their rights hereunder, neither the Trustee nor the
Certificate Administrator is under any obligation to advise or consult with Certificateholders about the matter that is the subject
of such vote or exercise of rights other than process-related questions regarding the administration of any vote; and


 


(xiv)         Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


 


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 



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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 and Authenticating Agent).


 


Section
8.03     Trustee and Certificate Administrator Not Liable for Validity or Sufficiency
of Certificates or Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of
the Trustee or the Certificate Administrator in Sections 2.02 and 2.04 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee
or the Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement
or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon)
or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master
Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the
Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or
the Certificate Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner
or pledgee of Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in
banking transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification
of Trustee and Certificate Administrator. (a)  As compensation
for the performance of its duties hereunder, the Certificate Administrator will be paid the Certificate Administrator/Trustee
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator/Trustee
Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate
Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and
REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the
Trustee monthly the Trustee Fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee Fee shall
accrue from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall
be computed in the same manner as interest is calculated thereon and for the same period respecting which any related interest
payment due or deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall be payable by the Certificate Administrator to 



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the Trustee from the Certificate
Administrator/Trustee Fee and shall constitute the Trustee’s sole form of compensation for all services rendered by it in
the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee Fee
shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers
and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator/Trustee Fee shall be payable with respect to any Companion Loan.


 


(b)            The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments, and amounts paid
in settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder, and reasonable legal fees and expenses relating to the enforcement of such indemnity) arising out of, or incurred
in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise
and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively (including
in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate
Registrar, and 17g-5 Information Provider) hereunder; provided, that none of the Trustee or the Certificate Administrator,
nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for
(i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate
Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its
duties in accordance with any of the provisions hereof, which are not “unanticipated expenses of the REMIC” within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct,
bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations
and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any
representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section
8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement
and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto.
The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian,
Certificate Registrar and Authenticating Agent.


 


(c)            The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs (including any reasonable legal fees
and expenses relating to the enforcement of such indemnity), judgments and other costs and expenses incurred by the Depositor,
any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator,
in its capacity as 17g-5 Information 



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Provider or in any other capacity in which the Certificate Administrator is required
to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider
or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged Person
that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section
8.06    Eligibility Requirements for Trustee and Certificate Administrator. Each
of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to
be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision
or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer
or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) (x) in the case of the Trustee, an institution
whose long-term senior unsecured debt is rated at least “BBB” by S&P, “A” by Fitch (or short-term
rating of “F1” by Fitch) and, if rated by KBRA, “BBB-” by KBRA, and (y) in the case of the Certificate
Administrator, an institution whose long-term senior unsecured debt is rated, or issuer credit rating is, at least “BBB-”
(or its equivalent) by at least one NRSRO, or in the case of each of clause (ii)(x) and (ii)(y), such other rating with respect
to which the Rating Agencies have provided a Rating Agency Confirmation; and (iii) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office
is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as
applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs or the Grantor Trust, as applicable,
from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07    Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as
applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section
3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information




    -401-


     


    

Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section
3.13(c). Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint
a successor trustee or successor certificate administrator acceptable to the Master Servicer and, prior to the occurrence and
continuance of a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator.
A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee
or Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee
or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor.
The Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out of pocket costs and expenses of each
other party hereto and each Rating Agency in connection with its resignation.


 


(b)            If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, at such removed party’s
cost, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument, in
duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee
or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee
or certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving
of such notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for
the appointment of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)            The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such 



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termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall
be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)            Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all reasonable costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)            Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 or in blank,
and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were
assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the
documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage
Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release,
deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor
shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or
warranty, express or implied) to the order of the successor, as trustee for the registered Holders of Morgan Stanley Capital I
Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 or in blank; provided, that, notwithstanding
anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related
Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable 



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efforts to cause the
related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to
the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor
trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing
that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event
such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)             Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08    Successor Trustee or Certificate Administrator. (a)  Any
successor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and
deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate
Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor
Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator without
any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The
predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at
Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties
and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)            No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)            Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person
into which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or 



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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, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance
with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special Servicer, the Depositor
and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c).


 


Section
8.10    Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act
as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen
(15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates
of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee
fees shall be payable out of the Trust Fund.


 


(b)            In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the
Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)            Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this ARTICLE VIII. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 



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(d)            Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.


 


(e)            The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties
and responsibilities hereunder.


 


Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed
as the Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision
by federal or state authority (other than in the case of the initial Custodian), shall have combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian
shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in
connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of
the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other than the
initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing
Date, that:


 


(i)             The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)            The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any of its assets;


 


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






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(iv)           This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


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


 


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


 


Section
8.13     Provision of Information to Certificate Administrator, Master Servicer and Special
Servicer. The Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator
with notice of any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives
written notice of such change). The Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely
on the information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder,
and the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not
sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the
Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion
Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not
been provided to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


 


Section
8.14     Representations and Warranties of the Certificate Administrator. The Certificate
Administrator hereby represents and warrants to the Depositor, the Master 



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Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders,
as of the Closing Date, that:


 


(i)             The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)            The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


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


 


(iv)           This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)            The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability
of the Certificate Administrator to perform its obligations under this Agreement;


 


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


 


(vii)          No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the 



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consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section
8.15    Compliance with the PATRIOT Act. In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the
funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special
Servicer or the Master Servicer, as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to
this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer,
upon its respective reasonable request from time to time such identifying information and documentation as may be available for
such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to comply
with Applicable Laws.


 


ARTICLE
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject
to this Section 9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this
Agreement of the Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make
payments to Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders
of all amounts held by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following the
earlier to occur of (i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property
(as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority, of
all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the
sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2)
to be conducted by an Independent MAI-designated appraiser selected by the Special Servicer and approved by the Master
Servicer and the Controlling Class), (3) the reasonable out-of-pocket expenses of the Master Servicer and the Special
Servicer with respect to such termination, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser
of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property”
under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged
Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3)




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above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount
of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in
accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees and any related Pari Passu Loan
Primary Servicing Fees, remaining outstanding and payable solely to the Master Servicer or Non-Serviced Master Servicer (which
items shall be deemed to have been paid or reimbursed to the Master Servicer or Non-Serviced Master Servicer in connection with
such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates
and the Class A-4, Class A-5, Class A-S, Class B and Class C Upper-Tier Regular Interests are no longer outstanding, the voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph;
provided, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court
of St. James’s, living on the date hereof. The Certificate Administrator shall notify the Trustee upon the termination of
the Trust pursuant to this Section 9.01.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates and the Class A-4, Class
A-5, Class A-S, Class B and Class C Upper-Tier Regular Interests are no longer outstanding (and provided that there
is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V
and Class R Certificates)), the Sole Certificateholder shall have the right, to exchange all of its Certificates (other than
the Class V and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written notice to all
the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole Certificateholder
elects to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such
Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur,
(i) shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date
of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective
parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section
3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account and (ii) if the aggregate
Stated Principal Balance of the Mortgage Loans and the portion of any REO Loans held by the Trust is equal to or greater than
1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement, shall pay to the Master
Servicer an amount equal to (x) the product of (I) the Prime Rate, (II) the aggregate of the Certificate Balances of the then-outstanding
Principal Balance Certificates as of the date of such exchange and (III) three, divided by (y) 360, and shall pay the reasonable
out-of-pocket expenses of the Master Servicer and the Special Servicer related to such exchange. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, that if a Serviced




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Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion
of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been
made and following the surrender of all its Certificates (other than the Class V and Class R Certificates) on the applicable
Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be
released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to
have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates (other than any Exchangeable Certificates) and the Exchangeable Upper-Tier P&I Regular Interests, plus
accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable
in respect of such Certificates, Exchangeable Upper-Tier P&I Regular Interests and Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Serviced Companion Loan to the
extent (i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no
amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the
related Intercreditor Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates, in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired
through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining
in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written
notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the
anticipated date of purchase; provided, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer,
or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Preliminary Statement (solely for the purposes of this calculation, if such
right is being exercised after March 2032 and the Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust Fund,
then such Mortgage Loan shall be excluded from the aggregate Cut-off Date Balance of the Mortgage Loans and the aggregate Stated
Principal Balance of the Mortgage Loans as of the related determination date). This purchase shall terminate the Trust and retire
the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and
the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the Master




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Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating
to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds
equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I
Advance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts
on deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage
Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by
the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R
Certificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans as assets of the Trust and REO
Properties remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of
the Class R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent of the
Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the
Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all
of the Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day
and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates and the Exchangeable Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution
Account, in each case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders
on the final Distribution Date, the Certificate 



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Administrator shall distribute to each Certificateholder so presenting and surrendering
its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in
the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) to
Holders of the Class V Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account,
and (iii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest
or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier
Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(e)
and 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the
benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed
of in accordance with this Section 9.01 and Section 4.01(h).


 


Section
9.02    Additional Termination Requirements. (a)  In
the event the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the
Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be
terminated in accordance with the following additional requirements, which meet the definition of a “qualified liquidation”
in Section 860F(a)(4) of the Code:


 


(i)             the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)            during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the
Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for
cash; and


 


(iii)           within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01  REMIC Administration. (a)  The Certificate
Administrator shall prepare or cause to be prepared, and file or cause to be filed with the IRS, on behalf of each Trust 



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REMIC
an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible
means. The Certificate Administrator shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under
the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on Form 1066 or other
appropriate federal tax return for the taxable year ending on the last day of the calendar year in which the Lower-Tier Regular
Interests and the Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier REMIC, the
Upper-Tier Regular Interests shall be designated as the “regular interests” and the Class UR Interest shall be
designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election
in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier
REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


Any
Threshold Event Collateral posted by a Serviced Subordinate Companion Loan holder shall be held by or at the direction of the
Master Servicer in an outside reserve fund which shall not be an asset of any REMIC, and the party that posted such Threshold
Event Collateral shall be the owner of such outside reserve fund, all within the meaning of Treasury Regulations Section 1.860G-2(h).
Any such Threshold Event Collateral shall be applied in the same manner as collections on the related Serviced AB Whole Loan,
as and to the extent provided for in the related Intercreditor Agreement, including without limitation by means of the Trustee,
the Master Servicer or the Special Servicer drawing on any letter of credit delivered as Threshold Event Collateral as and to
the extent provided for in the related Intercreditor Agreement.


 


(b)           
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)           The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence.


 


(d)           
By acceptance thereof, the Holders of the Class R Certificates hereby agree to the irrevocable designation of the
Certificate Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section
6223 of the Code.


 


(e)           
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to
sign (and the Trustee shall timely 



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sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne
by the Certificate Administrator without any right of reimbursement therefor.


 


(f)            
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to
any Person who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to
the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and
(iii) Form 8811 to the Internal Revenue Service within thirty (30) days after the Closing Date.


 


(g)           
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be
necessary to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the
Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master
Servicer nor the Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or
fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties
more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any
Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code, but not including the tax on “net income from foreclosure property”) (either such event, an
“Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense
of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the
Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust, any Trust REMIC created hereunder, endanger such status or, unless the
Certificate Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition
of such a tax (not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail
to take any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing
that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.
The Certificate Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by
the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the
Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will to
the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code
and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(h)            In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, 



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such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(h); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from
any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any
Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid
in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state
or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable
to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of
the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner
specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance
Certificates in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the
Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed
on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this
Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(i)             The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(j)             Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of
the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(k)            Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other
than 



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“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(l)             Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates or Exchangeable Upper-Tier Regular Interest
and by which the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the
date that is the Rated Final Distribution Date.


 


(m)           None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to ARTICLE
IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to ARTICLE II or ARTICLE III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not
(a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against
such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC
Provisions.


 


(n)           
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of
Section 6221 of the Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC
under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the
Code that would otherwise be imposed on any Class R Certificateholder, past or present. Each Class R Certificateholder
agrees, by acquiring such Certificate, to any such elections.


 


(o)           The Exchangeable Upper-Tier Regular Interests shall be held in the Grantor Trust and have been placed in the Grantor Trust through
the efforts of the Underwriters. The Exchangeable Upper-Tier Regular Interests shall be held by the Certificate Administrator
on behalf of the Trustee for the benefit of the Holders of the Exchangeable Certificates, which Exchangeable Certificates, in
the aggregate, will evidence 100% beneficial ownership of such assets from and after the Closing Date. Each Class of Exchangeable
Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests
in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest.


 


Section
10.02   Use of Agents. (a)  The Trustee shall
execute all of its obligations and duties under this ARTICLE X through its Corporate Trust Office (including, as applicable,
any agents or affiliates utilized thereby). The Trustee may execute any of its obligations and duties under this ARTICLE X
either directly or by or through agents, affiliates or attorneys. The Trustee 



    -417-


     


    

shall not be relieved of any of its duties or
obligations under this ARTICLE X by virtue of the appointment of any such agents, affiliates or attorneys.


 


(b)           
The Certificate Administrator may execute any of its obligations and duties under this ARTICLE X either directly or
by or through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or
obligations under this ARTICLE X by virtue of the appointment of any such agents, affiliates or attorneys.


 


Section
10.03   Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably
determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without
limitation, the price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)            The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04   Appointment of REMIC Administrators. (a)  The
Certificate Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which
shall be authorized to act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01
herein. The Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator
an instrument in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein.
The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each
REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under the laws
of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.
In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator
hereby agrees to act in such capacity in accordance with the terms hereof. If Computershare Trust Company, National Association
is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as REMIC Administrator.


 


(b)            Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.






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(c)            Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action
taken by it as such at the direction of the Certificate Administrator.


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01    Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose
of ARTICLE XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization
that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the
Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions
other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8,
and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with
the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of
any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor
or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other information
(in its possession or reasonably attainable) necessary in the reasonable good faith 



    -419-


     


    

determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the
Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the
servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor
or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable
period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements.
For purposes of this ARTICLE XI, to the extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party
in connection with such obligation.


 


Section
11.02   Succession; Subcontractors. (a)  As
a condition to the succession to the Master Servicer and Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer
is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or
succession to the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer and Special
Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as
a successor to the Master Servicer and Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person
removing and replacing the Master Servicer and Special Servicer or Certificate Administrator shall provide to the Depositor, the
Master Servicer and Special Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange
Act are required to be filed under the Exchange Act); provided that if disclosing such information prior to such effective
date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional
Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor no later than the
first Business Day after the effective date of such succession or appointment.


 


(b)           Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function
Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject
to the reimbursement of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written description
(in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator
or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the
identity of 



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such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance
provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be
a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor
with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee (and, subject to the reimbursement of any applicable expenses under Section 11.15, any Other
Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced
Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent
as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that
is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with
respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing
Function Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s
attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case,
as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)           
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection
with the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether
such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any
such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer
determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of
Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such
Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator
of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no
Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and
the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain all
information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event under
Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be
filed under the Exchange Act).


 


(d)           In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or
any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to



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 the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)           
Notwithstanding anything to the contrary contained in this ARTICLE XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to
Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to
cause such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)            Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any
applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent
the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.02.


 


Section
11.03   Filing Obligations. (a)  The Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements
under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement,
the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K
required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via
the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) System) such Forms executed
by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)           In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form ABS-EE/A, Form 10-D/A
or Form 10-K/A. Any Form 15, Form 12b-25 or 



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any amendment to Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the
performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and
filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
is contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from
the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
11.04   Form 10-D and Form ABS-EE Filings. (a)  Within
fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required
by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution
Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by
the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D
Disclosure, if applicable; provided that information relating to any REO Account to be reported under “Item 8: Other
Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4)
calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB
hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form
attached hereto as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered
in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the
Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other
e-mail address as the Certificate Administrator may instruct) or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor 



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or enforce the performance
by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to
the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s
assigned “Central Index Key” for each such filer, (iii) to the extent such information is provided to the Certificate
Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period
described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received
from the Special Servicer within the time period specified in this Section 11.04) and the Collection Account as of the
related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution
Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date
and as of the immediately preceding Distribution Date. Such Form 10-D shall also incorporate the most recent Form ABS-EE filing
by reference (which such Form ABS-EE shall be filed on or prior to the filing of such Form 10-D). The Depositor and the Mortgage
Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information
as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has
filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement
for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar
day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable
Servicer) the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator
from the Master Servicer or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the
amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the
total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as
applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable.


 



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The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: Amy Kim, Telephone: (212) 762-5079. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
in accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)            To the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate
with other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received (a “Special Notice”) disclosure
regarding the request to communicate, and such disclosure is required to include the following and no more than the following:
(a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received,
(c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners
may use to contact the requesting Certificateholder or Certificate Owner. Disclosure in substantially the following form shall
be deemed to satisfy the requirements in the preceding sentence:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].


 


(c)            After preparing the Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of the Forms 10-D
and ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Forms 10-D and ABS-EE, respectively, and, a duly authorized officer of the Depositor
shall sign the Forms 10-D and ABS-EE and return an electronic or fax copy of such 



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signed Forms 10-D and ABS-EE
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate
Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies
of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such
Forms 10-D and ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(d),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor for
any Form 10-D or Form ABS-EE can be contacted at the address identified in Section 13.05. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(c) related to
the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 11.04(c). Neither the Trustee nor the Certificate
Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file such Form 10-D and Form ABS-EE, respectively, where such failure
results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any
party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE, respectively,
not resulting from its own negligence, bad faith or willful misconduct.


 


(d)           
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any
Form ABS-EE required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or
the final Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC®
Schedule AL File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent
the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section
3.12(d), the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The
Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional
Files. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content,
completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File.
After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE
(together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the
Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review and approval. Any
questions for the Master Servicer related to the filing shall be directed to Midland Loan Services, a Division of PNC Bank,
National Association at the email address provided with the submission of the



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 CREFC® Schedule AL File and Schedule AL Additional File (or such other email
address or phone number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer). The
Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that the Depositor may pose to
the Master Servicer regarding the data or information contained in any CREFC® Schedule AL File or Schedule AL Additional File
(other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex
A-1 to the Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional
File, as applicable, to the Certificate Administrator. The Certificate Administrator, the Master Servicer and the Depositor shall
each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding
any CREFC® Schedule AL File or any Schedule AL Additional File in a timely manner.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: Amy Kim, Telephone: (212) 762-5079. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


(e)            Any notice and/or information furnished pursuant to this Section 11.04 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 


Section
11.05   Form 10-K Filings. (a)  Within
ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on
December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing in March 2023, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in
form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case
to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)             an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance
of noncompliance and the nature and status thereof;


 


(ii)            (A)  the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or Trustee, as described under Section 11.10; and






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(B)          if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such material instance of noncompliance (including whether the identified instance
was determined to have involved the servicing of the Mortgage Loans and any steps taken to remedy such material instance of noncompliance),
or if such report on assessment of compliance with servicing criteria described under Section 11.10 is not included as
an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


 


(iii)    
     (A)  the registered public accounting firm attestation report for the Trustee, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional
Servicer and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Custodian or the Trustee, as described under Section 11.11; and


 


(B)          if any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included; and


 


(iv)        
 a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or
appropriate as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”),
which shall, except as described below, be signed by the senior officer of the Depositor in charge of
securitization.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such
reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by email
to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2023, (i) the parties listed on Exhibit CC shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K
Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional Form 10-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the 



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Additional Form 10-K
Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has
filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement
for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with
respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)         
  After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the
Form 10-K to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline.
Within three (3) Business Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the
Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such
Form 10-K and the senior officer in charge of securitization for the Depositor shall sign the Form 10-K and
return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth
in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available on
its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing
party at the Depositor can be contacted at the address identified in Section 13.05. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any
Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all
applicable deadlines in the performance of their duties under this Section 11.05. Neither the Trustee nor the
Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results
from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this
Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


(c)    
       Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer
or the Special Servicer, the Certificate Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master
Servicer or Special Servicer whether it has 



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received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller
or Other Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the
new party.


 


(d)       
   Any notice and/or information furnished pursuant to this Section 11.05 shall also be provided, and
subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other
Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that
services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in
this Section 11.05.


 


Section
11.06  Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification
in the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so
long as the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian and the Operating Advisor shall
provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as
applicable, that is a Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer
to provide, and (ii) with respect to each other Servicing Function Participant with which the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship
with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley
Certification for the Trust or, subject to the reimbursement of any applicable expenses under Section 11.15, any Other
Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”),
on or before March 1st of each year commencing in March 2023, a certification in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance
Certification”), as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as
an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any
Serviced Companion Loan is deposited into a commercial mortgage securitization (an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form and substance similar to applicable
Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with
respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person
is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may
be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties
to rely upon each (i) annual compliance statement provided pursuant to



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 Section 11.09, if applicable, (ii) annual
report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant
to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a “significant obligor”,
but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information
other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities
hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields
of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been
left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07   Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor
and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall
prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related
to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure



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 Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder
should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC
Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to
the Depositor for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no
event earlier than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding
paragraph. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized
officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot
be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will,
make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at the address identified in Section 13.05. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the
timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or
failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer
engaged by such Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional
Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent 



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a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


 


Section
11.08   Form 15 Filing. On or prior to January 30th of the first year in which the Depositor
shall provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings,
the Certificate Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect
of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be
filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing
of such form, the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section
11.07 shall be suspended and reports or certifications due under Section 11.09, Section 11.10 and Section
11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage
Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification,
the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the
Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as
required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under
this ARTICLE XI shall recommence.


 


Section
11.09  Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether
the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (but only if an advance was
made by the Trustee in the related calendar year) and the Certificate Administrator (each, a “Certifying Servicer”)
shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is
an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with
respect to each other Additional Servicer that is also a Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of
each year, commencing in March 2023, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished
by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider
(who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto
as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating,
as to the signer thereof, that (A) a review of such Certifying Servicer’s activities



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 during the preceding calendar
year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of
an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts
to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement
(or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the
Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached
hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each
such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by
the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship
with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s
obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying
Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer
that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is
acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the
time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional
Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has
received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that
a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for
the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with
respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate 



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Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided,
and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other
Certificate Administrator (to the extent such item and/or information relates to a party that services, specially services or
is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.09.


 


Section
11.10  Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st
of each year, commencing in March 2023, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans), the Trustee (provided, that the Trustee shall be required to deliver
an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor,
the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall
(i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor,
Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause
such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, cause (or, in the case of a Sub-Servicer that
is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master Servicer to retain, use commercially
reasonable efforts to cause) such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the
Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website)
(and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially
in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects
with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable
to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria,
a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting
firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for such period. If the party’s assessment compliance or the related attestation report identifies any
material instance of noncompliance with the Relevant Servicing Criteria, such party shall also provide a discussion of (1)
whether the identified instance was determined to have involved the servicing of the Mortgage Loans and (2) any steps taken to
remedy such identified instance of non-compliance to the extent related to its activities with respect to asset-backed securities
transactions taken as a whole involving such party and that are backed by the same asset type backing the Certificates. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the 



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applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or
in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing
Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so
long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other
Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other
Securitization for the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)        
  The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
hereby acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set
forth with respect to such party and any Servicing Function Participant with which the Master Servicer, Special Servicer,
Trustee, Operating Advisor or Certificate Administrator has entered into a servicing relationship.


 


(c)        
  No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the
Special Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of
each Additional Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with
respect to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall
notify the Depositor and each Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in
each case by providing an updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller) will
specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such
Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, will also at such time include
the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by
it.






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In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as
required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(d)           Each of the Operating Advisor, the Master Servicer and the Special Servicer may at any time request from the Certificate Administrator
confirmation of whether a Control Termination Event or Consultation Termination Event occurred during the previous calendar year,
and upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor, the Master Servicer
or Special Servicer, as applicable, within fifteen (15) days of such request.


 


(e)           Any certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section 11.10
shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other
Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section
11.10.


 


Section
11.11    Annual Independent Public Accountants’ Attestation Report. On or before March 1st of
each year, commencing in March 2023, the Master Servicer, the Special Servicer, the Trustee (provided, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall
cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer,
Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts
to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant
to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination
Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of
such report to the 17g-5 Information


 



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 Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer
has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such
firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated
in all material respects. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall
be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the
Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery
of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that
a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section
11.12    Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each
Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs (including any reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments and other costs
and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator,
as the case may be, of its obligations under this ARTICLE XI, (ii) negligence, bad faith or willful misconduct on
the part of the Master Servicer, the Special Servicer, the Trustee, the Asset


 



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 Representations Reviewer, the Operating Advisor,
the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient
Exchange Act Deliverable by, or on behalf of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with
respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each
Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs (including any reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor
to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in
any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor from the Commission or its staff regarding information (x) delivered by
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any
registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received
subsequent to the Depositor’s filing of such report, the Depositor shall promptly provide to such Affected Reporting Party
any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely
preparing a written response to the Commission or its staff for inclusion in the Depositor’s response to the Commission
or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution
with the Commission or its staff; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall


 



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 receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission or its
staff and copy the Depositor on all correspondence with the Commission or its staff and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and
(ii) the Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party
and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments from
the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made
to the Commission or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket
costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel
to the Depositor or Other Depositor, as applicable) in connection with the foregoing (other than those costs and expenses required
to be at the Depositor’s or Other Depositor’s expense, as applicable, as set forth above) and any amendments to any
reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party
upon receipt of an itemized invoice from the Depositor or Other Depositor, as applicable. Each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any
Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable
efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to,
comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement. Upon resolution
with the Commission, and subject to the reimbursement of any applicable expenses under Section 11.15, the Affected Reporting
Party shall promptly provide, to each Other Depositor the appropriate revised reports, updated or revised information contained
in any report filed by the Other Depositor under the Reporting Requirements, or any updated or revised material communications
in connection with the response and/or resolution with the Commission or its staff, if and to the extent such reports, information
and/or communications relate to information that was previously provided to the Other Depositor and would reasonably be expected
to be contained in a report filed by the Other Depositor under the Reporting Requirements of an Other Pooling and Servicing Agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence,


 



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 bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee
or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts
to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each
case, with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case,
to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination
of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13    Amendments. This ARTICLE XI may be amended with the written consent of the parties hereto
pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of
any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, without a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25).


 


Section
11.14    Regulation AB Notices. Any notice, report or certificate required to be delivered by any of
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE XI may be delivered via email
(and additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com.


 


Section
11.15    Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.
(a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires


 



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 to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses (including any reasonable legal fees and expenses relating to the enforcement of such
indemnity) incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material
misstatements or omissions in any such offering material to the extent that such material misstatement or omission was made in
reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually and not
to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where
such information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s
duties or obligations under this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually
and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer
(where such information pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s
duties or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications
and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect
to such information that are substantially similar to those delivered with respect to the offering material for this securitization
by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective
counsel, in connection with the information concerning such party in the offering material related to a Regulation AB Companion
Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate
Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering materials related to such
Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such party
with respect to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation
AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section
11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or Special
Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification
agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise
set forth above and/or elsewhere in ARTICLE XI that the applicable Mortgage Loan Seller (or permitted transferee) shall
have (a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights
hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion
of counsel or indemnification agreement.


 






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(b)           Each of the Trustee, the Certificate Administrator, the Master Servicer and, other than in respect of Form ABS-EE, the Special
Servicer shall (and the Master Servicer and, other than in respect of Form ABS-EE, the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan
to), upon request or notice from such parties (which request or notice may be given once at the closing of such Regulation AB
Companion Loan Securitization instead of each time a filing is required), cooperate with the depositor, trustee, certificate administrator,
master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE
and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in
which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension
Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator or master
servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier
than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced
Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer
of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange
Act; provided, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall consult with any sub-servicer
appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master
Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation
of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)           Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which
request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a
filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to
any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2)
Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than



 



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this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(c).


 


(d)          On or before March 1st of each year (commencing in March 2023) during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect
to the related trust was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which
request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a
filing is required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation
AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment
of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered
accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria
to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant
to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as
the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)           On or before March 1st of each year (commencing in March 2023) during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and
the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and


 



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 attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)            Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses (including any reasonable legal fees and expenses relating to the enforcement of
such indemnity) incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master servicer
as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable
set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect
to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required
to be provided by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is
not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB.
Such information, reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later
than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver
its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          There is no “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) related to the Trust. With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB)
(together with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced
Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning
with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements
of such “significant obligor” for any calendar year, beginning for the calendar year following such notice from the
Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two
(2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12)
or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as
calculated by the Master Servicer in accordance


 



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 with CREFC® guidelines and (B) if such financial statement receipt occurs
less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as reported by the related Mortgagor in such financial statements.


 


If
the Master Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date
such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify
the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information. The Master Servicer shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain
the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from
the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward
an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and
Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Such
financial information shall be collected (if applicable), prepared and/or calculated by the party responsible for such collection,
preparation and/or calculation set forth in Section 3.12 and delivered as set forth in Section 3.12(b).


 


(h)           If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this ARTICLE XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16    [RESERVED].


 






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Section
11.17    Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special
Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior
to the expiration of the grace period applicable to such party’s obligations under  this ARTICLE XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any
grace period provided for in this ARTICLE XI; provided that if any such party fails to comply with the delivery
requirements of this ARTICLE XI by the expiration of any applicable grace period such failure shall constitute a Servicer
Termination Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant
to clause (iii) of the definition thereof prior to the expiration of the grace period applicable to such party’s
obligations under this ARTICLE XI as provided for in such clause (iii) nor shall any such party be deemed to
not be in compliance under this Agreement, for failing to deliver any item required under this ARTICLE XI by the time required
hereunder with respect to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required
to file Exchange Act reports.


 


ARTICLE
XII



the asset representations reviewer


 


Section
12.01    Asset Review.


 


(a)           On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this ARTICLE XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Distribution Report in the Form 10-D
relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that
caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below
are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”.
On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer or the Special Servicer, as applicable, shall determine whether (1) any
additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether
an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in
clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the
form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


If
Certificateholders entitled to not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-


 



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D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders and the Asset Representations Reviewer and conduct a solicitation
of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset
Review by Holders of Certificates entitled to both (i) a majority of the Voting Rights allocable to those Certificateholders who
cast votes and (ii) a majority of the Voting Rights that constitute a minimum Asset Review Quorum within 150 days of the receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall
promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing
Certificateholder, the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”).
Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing
the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit RR (which
shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business
Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative
Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such
150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect,
(C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset
Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election
except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote shall be paid by the related Mortgage Loan Seller; provided, that if the related
Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the Certificate Administrator,
such amount shall be paid by the Trust following delivery by the Certificate Administrator of evidence reasonably satisfactory
to the Enforcing Servicer of such insolvency or failure to pay such amount; provided, further, that notwithstanding
any payment of such amount by the Trust to the Certificate Administrator, such amount shall remain an obligation of the related
Mortgage Loan Seller, and the Enforcing Servicer shall determine in accordance with the Servicing Standard whether it is in the
best interest of Certificateholders to pursue and, if it so determines, shall pursue remedies against such Mortgage Loan Seller
in accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage Loan Seller. The Certificate
Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)          (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all
Mortgage Loans), the Master Servicer (with respect to clauses (6) and (7) below for all Non-Specially Serviced
Loans) and the Special Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans), in
each case to the extent in such party’s 


 



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possession, shall promptly, but in no event later than ten (10) Business Days (except
with respect to clause (7) below) after receipt of such notice from the Certificate Administrator, provide
the following materials to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence
Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review
Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged defect or breach
with respect to any Delinquent Loan; and


 


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described pursuant to clause (ii) hereof.


 


(ii)           If the Asset Representations Reviewer determines that it is missing any document that is required to be part of the Review Materials
for such Mortgage Loan that was entered into or delivered in connection with the origination of the related Mortgage Loan that
is necessary in connection with its completion of any Asset Review, the Asset Representations Reviewer shall promptly, but in
no event later than ten (10) Business Days after receipt of the Review Materials identified in clauses (1) - (6)
above, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to
Specially Serviced Loans), as applicable, of such missing documents, and request that the Master Servicer or the Special Servicer,
as applicable, promptly, but in no event later than ten (10) Business Days after receipt of notification from the Asset Representations
Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent in its possession. In the event any
missing documents are not


 



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 provided by the Master Servicer or Special Servicer, as applicable, within such ten (10) Business Day
period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller. The related Mortgage
Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such additional documents only to
the extent in the possession of such Mortgage Loan Seller but in any event excluding any documents that contain information that
is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications
(and, if such documents are not in its possession, solely with respect to any Mortgage Loan sold by such Mortgage Loan Seller
that is a Non-Serviced Mortgage Loan, Mortgage Loan Seller shall be required to make a request under the applicable Non-Serviced
PSA for any such documents that are not in its possession). In the event any missing documents with respect to a Non-Serviced
Mortgage Loan are not provided by the Mortgage Loan Seller, the Asset Representations Reviewer shall request such documents from
the parties to the related Non-Serviced PSA, to the extent that the Asset Representations Reviewer is entitled to request such
documents under such Non-Serviced PSA.


 


(iii)          The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)          Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to the Secure
Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such
review, the “Asset Review”); provided, the Asset Representations Reviewer may, but is under no obligation to,
modify any Test and/or associated Review Materials if, and only to the extent, the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard; provided, further, that no such modification will be permitted
to the extent that it eliminates any Test item or Review Material that is otherwise still applicable to the Asset Review. The
Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ (each
such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall
be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent
Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote
is obtained subsequent to the occurrence of such new Asset Review Trigger.


 






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(v)           No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall
not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)          The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty-five (45)
Business Days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations
Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered
to the Asset Representations Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) within ten (10) Business Days following the
request by the Asset Representations Reviewer, as described in Section 12.01(b)(ii), the Asset Representations Reviewer
shall list such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests
and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so
concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to all Mortgage Loans) and to the related Mortgage Loan Seller. If the preliminary report indicates that any of
the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90)
days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents provided or explanations
given to support a conclusion that the representation and warranty has not failed a Test or that any missing documents in the
Review Materials are not required to complete a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset
Representations Reviewer. The Asset Representations Reviewer shall not be required to prepare a preliminary report in the event
the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)        The Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Secure
Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y) within the ten (10) days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions


 



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included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller, which, in each case, shall be the responsibility of the Enforcing Servicer pursuant to Section
2.03(f) of this Agreement.


 


(ix)          In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review
and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the
documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)           Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Enforcing Servicer determines that a Material Defect exists, it shall enforce the obligations of the applicable Mortgage Loan
Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           The Asset Representations Reviewer and its affiliates shall keep confidential any information that is labeled as, or otherwise
appears on its face to be, Privileged Information received from any party to this Agreement or any Sponsor (including, without
limitation, in connection with the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including
Certificateholders), other than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise,
to the other parties to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant
to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations
Reviewer with a notice stating that such information is Privileged Information shall not disclose such Privileged Information
to any Person without the prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


In
addition, the Asset Representations Reviewer shall keep all documents and information received by the Asset Representations Reviewer
in connection with an Asset Review that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special


 



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Servicer confidential and shall not disclose such documents or information except (i) for purposes of complying with its
duties and obligations pursuant to this Agreement, (ii) if such documents or information become generally available and known
to the public other than as a result of a disclosure directly or indirectly by the Asset Representations Reviewer, (iii) if
it is reasonable and necessary for the Asset Representations Reviewer to disclose such documents or information in working with
legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if any such document or information was
already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if
the Asset Representations Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document or
information.


 


(d)           The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the
Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the
Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with
due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence,
the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing its
obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent
or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section
12.02    Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)           The Asset Representations Reviewer shall be paid a fee of $5,000 on the Closing Date. As compensation for the performance of its
routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”),
payable monthly from amounts received in respect of the Mortgage Loans and shall accrue at a rate equal to 0.00036% per annum
(the “Asset Representations Reviewer Fee Rate”) on the Stated Principal Balance of the Mortgage Loans and
any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner
as interest is calculated on such Mortgage Loans.


 


(b)           As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this definition, “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations


 



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Reviewer
shall be paid a fee with respect to each Subject Loan equal to the sum of (i) $19,000, (ii) $1,900 per Mortgaged Property related
to the Subject Loan in excess of one Mortgaged Property, (iii) $2,500 per Mortgaged Property related to the Subject Loan that
is subject to a ground lease, and (iv) $1,400 per Mortgaged Property related to the Subject Loan that is subject to a franchise
agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to
adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer
Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the year of the occurrence
of the Asset Review (any such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided, that if the related
Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations
Reviewer, such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Enforcing Servicer of such insolvency or failure to pay such amount; provided, that a statement of
non-payment by the Asset Representations Reviewer ninety (90) days after an itemized invoice is delivered by registered mail to
the address listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall be provided by such
Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery or attempted
delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory evidence delivered by the Asset
Representations Reviewer of such failure to pay such amount; and provided, further, that notwithstanding any payment
of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan
Seller, and the Enforcing Servicer shall determine in accordance with the Servicing Standard whether it is in the best interest
of Certificateholders to pursue and, if it so determines, pursue remedies against such Mortgage Loan Seller in accordance with
the Servicing Standard in order to seek recovery of such amounts from such Mortgage Loan Seller.


 


(c)           Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be
included in the Purchase Price or Loss of Value Payment for any Mortgage Loan that was the subject of a completed Asset Review
that is repurchased by a Mortgage Loan Seller, and such portion of the Purchase Price or Loss of Value Payment received shall
be used to reimburse the Asset Representations Reviewer or the Trust, as the case may be, for such fees pursuant to Section
12.02(b).


 


(d)          The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03    Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof
to the other parties to this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations
reviewer shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor
asset representations


 



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reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear
all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04    Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer
nor any of its Affiliates shall make any investment in any Class of Certificates; provided, that such prohibition shall
not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer
or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations
Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such
Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and
its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05    Termination of the Asset Representations Reviewer.


 


(a)           An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body:


 


(i)            any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates, provided,
if such failure is capable of being cured and the Asset Representations Reviewer is diligently pursuing such cure, such thirty
(30) day period will be extended an additional thirty (30) days;


 


(ii)           any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)          any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)          a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver


 



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or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)           the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)          the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section
12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may
terminate or (ii) upon the written direction of Holders of Certificates entitled to not less than 25% of the Voting Rights
(without regard to the application of any Cumulative Appraisal Reduction Amounts), shall terminate, all of the rights and obligations
of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset
Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement
in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein
to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate
Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          Upon (i) the written direction of Holders of Certificates entitled to not less than 25% of the Voting Rights (without regard
to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses


 



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 appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates entitled to at least 75% of the Voting Rights that constitute
a minimum Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee
shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights
or obligations that accrued prior to the date of such termination and other than indemnification rights arising out of events
occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor.
As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Holders of Certificates
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations
Reviewer. In the event that Holders of Certificates entitled to at least 75% of a minimum Certificateholder Quorum (without regard
to the application of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause
and appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect
the transfer of responsibilities from its predecessor.


 


(c)           On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the
termination of the Asset Representations Reviewer, the Depositor shall be permitted, but not obligated to, to find a replacement.
The Trustee shall not be liable for any failure to identify and appoint a successor asset representations reviewer so long as
the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer and such failure
is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)           Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall give written


 



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notice thereof, as soon as possible, to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of
its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the
date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than
indemnification rights (arising out of events occurring prior to such termination).


 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01    Amendment. (a)  This Agreement may be amended from time to time by the parties hereto,
without the consent of any of the Certificateholders or the Companion Holders:


 


(i)            to cure any ambiguity or to correct any error;


 


(ii)           to cause the provisions in this Agreement to conform to or be consistent with or in furtherance of the statements made with respect
to the Certificates, the Trust or this Agreement in the Prospectus or in the Private Placement Memorandum, or to correct or supplement
any provision which may be inconsistent with any other provisions;


 


(iii)          to amend any provision of this Agreement to the extent necessary or desirable to maintain the status of each Trust REMIC as a
REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding
(or comparable provisions of state income tax law);


 


(iv)          to make any other provisions with respect to matters or questions arising under or with respect to this Agreement not inconsistent
with the provisions herein;


 


(v)           to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of
the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)          to amend any provision of this Agreement to the extent necessary or desirable to list the Certificates on a stock exchange, including,
without limitation, the appointment of one or more sub-certificate administrators and the requirement that certain information
be delivered to such sub-certificate administrators;


 


(vii)         to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement


 



    -458-


     


    

 


Amounts) in order to conform them to the commercial mortgage-backed securities industry standard
for such provisions if (a) the Depositor, the Trustee and the Master Servicer determine that the CMBS industry standard for
such provisions has changed, in order to conform to such industry standard, (b) such modification will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust, (c) each Rating Agency shall have been provided
with a Rating Agency Communication with respect to such modification, and (d) if no Control Termination Event or Consultation
Termination Event has occurred and is continuing, the Directing Certificateholder consents to such modification;


 


(viii)        to modify the procedures of this Agreement relating to Rule 17g-5 of the Exchange Act; provided that if such modification
materially increases the obligations of the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information Provider,
the Operating Advisor, the Depositor, the Master Servicer or the Special Servicer, then the consent of such party will be required;


 


(ix)          to modify, alter, amend, add or to rescind any of the provisions contained in this Agreement if and to the extent necessary to
comply with any rules or regulations promulgated, or any guidance provided with respect to Rule 15Ga-1 under the Exchange
Act, by the SEC from time to time;


 


(x)           to modify, eliminate or add to any of the provisions hereof in the event the Risk Retention Rule or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal, in each case, subject to the consent of the Retaining Sponsor,
not to be unreasonably withheld; and


 


(xi)          any other amendment which does not adversely affect in any material respect the interests of any Certificateholder (unless such
Certificateholder consents).


 


Notwithstanding
the foregoing, (i) no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent, and (ii) as long as there
is a Serviced Companion Loan serviced under this Agreement, the Depositor shall provide three (3) Business Days’ prior notice
of any amendment to this Agreement.


 


(b)          This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of
each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, that
no such amendment shall:


 






    -459-


     


    

 


(i)           reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)           reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)          adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)          change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)           amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any Serviced Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)           Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto
without having first received (i) an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
hereunder and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code and (ii) an Officer’s Certificate from the party requesting the amendment to the effect
that all conditions precedent to such amendment set forth herein have been satisfied. Furthermore, no amendment to this Agreement
may be made that changes any provisions specifically required to be included in this Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Pari Passu Companion Loan(s).


 






    -460-


     


    

 


(d)           Promptly after the full execution of any amendment to this Agreement (but in no event later than 1 Business Day after receipt
of such fully executed amendment), the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s
Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and thereafter, the Certificate
Administrator shall (i) furnish a copy of such amendment to each Certificateholder, the Depositor, the Master Servicer, the Special
Servicer, the Underwriters, the Initial Purchasers and the Rating Agencies and (ii) deliver an electronic copy of such amendment
on the effective date thereof to any related Serviced Companion Loan holder.


 


(e)           It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)            The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01 that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)           The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


 


(h)           The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


(i)            To the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer, the Asset Representations
Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing any
amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment
for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)            Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 






    -461-


     


    

 


(k)           This Agreement may not be amended without the consent of any holder of a Serviced Subordinate Companion Loan if such amendment
would materially and adversely affect the rights of such Companion Holder hereunder.


 


(l)            This Agreement may not be amended without the consent of any Underwriter or Initial Purchaser if such amendment would materially
and adversely affect the rights of such Underwriter or Initial Purchaser, as applicable, hereunder.


 


(m)          In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under
this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating
to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the
amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating
Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to
such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior
to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased,
the terms of Section 3.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section
13.02    Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor
on direction by the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only
upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such
recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)           For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument, and the words “executed,” “signed,” “signature”
and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related
to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”) and other electronic signatures (including,
without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record
and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law,


 



    -462-


     


    

 


including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without
limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


(c)           The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of
the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03    Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)           No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)           No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates,


 



    -463-


     


    

 


except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04    Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE
INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05    Notices. (a)  Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered,
sent by facsimile transmission (other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid
(except for notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall
be deemed to have been duly given only when received), to:


 






    -464-


     


    

 


In
the case of the Depositor:



Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with
copies to:



Morgan Stanley Capital I Inc.

1633 Broadway, 29th Floor

New York, New York 10019

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 


In
the case of the Master Servicer:


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 300 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Facsimile:
(888) 706-3565 


Email:
NoticeAdmin@midlandls.com (with a copy to 


AskMidland@midlandls.com,
solely with respect to notices under Section 


3.13
and Section 13.10)


 


with
a copy to:


 


Stinson
LLP 


1201
Walnut Street 


Suite
2900 


Kansas
City, Missouri 64106-2150 


Fax
Number: (816) 412-9338 


Attention:
Kenda K. Tomes 


Email:
kenda.tomes@stinson.com


 






    -465-


     


    

 


In
the case of the Special Servicer:



LNR Partners, LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


or
solely with respect to email pursuant to Section 3.13(c) or Section 13.10 hereof, by email to inquiries@lnrproperty.com


 


In
the case of the Directing Certificateholder:



LNR Securities Holdings, LLC 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett and Job Warshaw


 


with
a copy to:


 


Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


In
the case of the Risk Retention Consultation Party:



LNR Securities Holdings, LLC 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett and Job Warshaw


 


with
a copy to:


 


Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


with
a copy to:


 


Starwood
Property Trust, Inc. 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Vincent P. Kallaher, Senior Vice President 


Email:
vkallaher@starwood.com


 


with
a copy to:


 






    -466-


     


    

 


Starwood
Property Trust, Inc. 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett 


Email:
hbennett@starwood.com


 


with
a copy by email to:


 


lnr.cmbs.notices@lnrproperty.com


 


In
the case of the Certificate Administrator:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2022-L8

With a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


In
the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – MSC 2022-L8

With a copy by email to: cmbstrustee@wilmingtontrust.com


 


In
the case of the Custodian:


 


Computershare
Trust Company, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Services Group - MSC 2022-L8

E-mail: cmbscustody@wellsfargo.com


 


In
the case of any transfer or exchange of a Certificate:


 


Computershare
Trust Company, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55415

Attention: Certificate Transfer Services – MSC 2022-L8


 






    -467-


     


    

 


In
the case of the Mortgage Loan Sellers:


 


		1.	Morgan
                                         Stanley Mortgage Capital Holdings 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


 


cmbs_notices@morganstanley.com


 


		2.	Argentic
                                         Real Estate Finance LLC

                                         31 West 27th Street, 12th Floor

                                         New York, New York 10001

                                         Attention: Mike Schulte

                                         Facsimile: (646) 560-1745



 


		3.	Starwood
                                         Mortgage Capital LLC

                                         2340 Collins Avenue, Suite 700

                                         Miami Beach, Florida 33139

                                         Attention: Leslie K. Fairbanks, Executive Vice President

                                         Email to: lfairbanks@starwood.com



 


with
a copy by email to jbeard@starwood.com


 


and
with a copy to:


 


Starwood
Property Trust, Inc.

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett

Email to: hbennett@starwood.com and with a copy by email to lnr.cmbs.notices@lnrproperty.com


 


and,
with respect to certifications pursuant to Section 2.02 of this Agreement, with a copy to:


 






    -468-


     


    

 


McCoy
& Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102

Attention: Vanessa Orta

With a copy by email to: vorta@mccoy-orta.com


 


and
with a copy to:


 


Marcia
Moore Allen

Email: mmoore-allen@mccoy-orta.com


 


		4.	Bank
                                         of Montreal,






c/o
BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian and David Schell

With a copy by email to Michael.Birajiclian@bmo.com; and David.Schell@bmo.com


 


and
with a copy to:


 


Bank
of Montreal 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, New York 10036 


Attention:
Legal Department 


With
a copy by email to BMOCMUSLegal@bmo.com


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC 


600
Third Avenue, 40th Floor 


New
York, New York 10016 


Attention:
MSC 2022-L8 Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 






    -469-


     


    

 


(b)           Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies
to the extent such party has or can obtain such information without unreasonable effort or expense; provided, that such
other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section
3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested
such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer
Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder
shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:



Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Fitch
Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: CMBS_Info_17g5@spglobal.com


 


Section
13.06    Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section
13.07    Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s
right, title and interest in and to the Mortgage Loans 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


 



    -470-


     


    

 


obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor
hereby grants to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title
and interest in, to and under the Conveyed Assets and all proceeds thereof, in each case, whether now owned or existing or hereafter
acquired or arising. This Agreement shall constitute a security agreement under applicable law. This Section 13.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section
13.08    Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions
shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder
(and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial
Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder.
No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the
applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it
were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section 3.30 hereof.


 


(b)           Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)           Each of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, Non-Serviced Master Servicer,
Non-Serviced Special Servicer and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party
beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced
Intercreditor Agreement.


 


(d)           Subject to Section 2.03(k), Section 2.03(l)(iii) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through
Section 2.03(o).


 


Section
13.09    Article and Section Headings. The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10    Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable
efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities
to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 






    -471-


     


    

 


(i)            any material change or amendment to this Agreement;


 


(ii)           the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the
Special Servicer; and


 


(iv)          the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related
Mortgage Loan Purchase Agreement.


 


(b)           The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which
it has actual knowledge:


 


(i)            the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)           any change in the location of the Collection Account;


 


(iii)          any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)           any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5%
of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)          any material damage to any Mortgaged Property;


 


(vii)         any assumption with respect to a Mortgage Loan; and


 


(viii)        any release or substitution of any Mortgaged Property.


 


(c)           The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the
location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)           The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and
thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Serviced Mortgage Loan such information as any Rating Agency shall reasonably
request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide
in accordance with applicable law and without waiving any attorney-client privilege relating to such information or


 



    -472-


     


    

 


violating
the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and
Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the
Master Servicer or 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 (which notice may be electronic)
the Master Servicer or Special Servicer when such information, report, notice or document has been posted. The Master Servicer
or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the
applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Section
13.11    PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National
Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association
to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National
Association.


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -473-


     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 





	 	MORGAN
                    STANLEY CAPITAL I INC.,
 Depositor



	 	 	 
	 	By:	 /s/ Jane Lam   
	 	 	Name: Jane Lam
	 	 	Title: President



 





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


                    Master Servicer




	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title: Senior Vice President


 





	 	LNR
PARTNERS, LLC,

Special Servicer




	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title: Vice President


 





  





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2022-L8 - Pooling and Servicing Agreement 


 






     


     


    

 





	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee





	 	 	 
	 	By:	/s/  Jacob
    Stapleford 
	 	 	Name: Jacob Stapleford
	 	 	Title: Banking Officer


 


 





	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Certificate Administrator




	 	 	 
	 	By:	/s/  Jessica
Wuornos
	 	 	Name: Jessica Wuornos
	 	 	Title:  Vice President


  


 





	 	PARK
                    BRIDGE LENDER SERVICES LLC,
 Operating
                    Advisor and Asset Representations Reviewer



	 	 	 
	 	By:	Park
        Bridge Advisors LLC


Its
Sole Member




 


	 	By:	Park
                           Bridge Financial LLC


Its
Sole Member 





  


	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name:  Robert J. Spinna, Jr.
	 	 	Title: Managing Member 


 


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2022-L8 - Pooling and Servicing Agreement


 




     


     


    

 





	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK   	)


  


On
the 1 day of April, 2022, before me, a notary public in and for said State, personally appeared jane Lam known to me to
be a President of Morgan Stanley Capital I Inc., that executed the within instrument, and also known to me to be the person
who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 /s/
    Rosalie J. Nester 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	ROSALIE J. NESTER 
	 	 	 NOTARY PUBLIC, STATE OF NEW YORK
	My commission expires:	 	 Registration Number # 01NE6366368
	 	 	Qualified in New York County 
	 	 	Commission Expires Oct. 31, 2025


  


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2022-L8 - Pooling and Servicing Agreement 


 




     


     


    




	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)





 


On
the 24 day of March, 2022, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn known to me to be
a Vice President of LNR Partners, LLC, that executed the within instrument, and also known to me to be the person who executed it on
behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 /s/
    Farrah Khan
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 FARRAH KHAN
	 	 	 NOTARY PUBLIC, STATE OF NEW YORK
	My commission expires:	 	Registration No. 01KH6400279 
	 Nov 12 2023	 	Qualified in New York County 
	 	 	Commission Expires November 12, 2023





 


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2022-L8 - Pooling and Servicing Agreement 


 




     


     


    




	STATE OF DELAWARE	)
	 	)     ss.:
	COUNTY OF NEW CASTLE	)


 


On
the 30th day of March, 2022, before me, a notary public in and for said State, personally appeared Jacob Stapleford known to me to
be a Banking Officer of Wilmington Trust, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	 /s/
    Christina Bader
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 CHRISTINA BADER
	 	 	 NOTARY PUBLIC STATE OF DELAWARE
	My commission expires:	 	 MY COMMISSION EXPIRES 02-24-2024
	 	 	 





 


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2022-L8 - Pooling and Servicing Agreement 


 




     


     


    

 





	STATE OF MN	)
	 	)     ss.:
	COUNTY OF HENNEPIN	)





 


On
the 25 day of March, 2022, before me, a notary public in and for said State, personally appeared Jessica Wuornos known to me to
be a VP of Computershare Trust Company, National Association, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Mary Monson-Owen 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 MARY GUY MONSON-OWEN
	 	 	 NOTARY PUBLIC - MINNESOTA
	My commission expires:	 	 MY
    COMMISSION EXPIRES 01/31/2025
	 	 	 





 


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2022-L8 - Pooling and Servicing Agreement 


 




     


     


    

 







	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)





 


On this 17th day of March
2022, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a Managing Member of Park
Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender
Services LLC, the entity described in and that executed the foregoing instrument; and that he signed his name thereto under
authority of said entity and on behalf of such entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


 





	 	 	 /s/
    Niaja K. Mowatt
	 	 	Notary Public
	 	 	 
	[SEAL]	 	NIAJA K. MOWATT 
	 	 	 Notary Public-State of New York
	My commission expires:	 	 No. 01-MO6184241
	 3/31/24	 	Qualified
    in Suffolk County 
	 	 	My Commission Expires Mar. 31, 2024


 


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EXHIBIT A-1


 


FORM OF CERTIFICATE (OTHER THAN CLASS
V AND CLASS R CERTIFICATES)


 


CLASS [__]


 


MORGAN
STANLEY CAPITAL I TRUST 2022-L8


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-L8, CLASS [__]


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. 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 PRIVATELY OFFERED CERTIFICATES
(CLASSES X-D, X-F, X-G, D, E, F, G AND H-RR) OFFERED PURSUANT TO REGULATION S: THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY
CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS


 

 



 


	1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


	2	Temporary
                                         Regulation S Book-Entry Certificate legend.



 



    A-1-1


     


    

 


SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE DIRECTING CERTIFICATEHOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES
(CLASSES A-1, A-2, A-3, A-SB, A-4, A-4-1, A-4-2, A-5, A-5-1, A-5-2, A-S, A-S-1, A-S-2, B, B-1, B-2, C, C-1, C-2, D, E, F, G AND
H-RR): PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.
IN ADDITION, THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
BALANCE SET FORTH BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CLASSES X-D, X-F, X-G, D, E, F, G AND H-RR): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A
QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF


 

 



 


	3	Book-Entry
                                         Certificate legend.



 



    A-1-2


     


    

 


REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR ERISA RESTRICTED CERTIFICATES (CLASSES
X-F, X-G, F, G AND H-RR): THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT
IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT
TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT
OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR REGULAR CERTIFICATES (CLASSES A-1,
A-2, A-3, A-SB, D, E, F, G, H-RR, X-A, X-D, X-F AND X-G): 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.]


 


[FOR EXCHANGEABLE
CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1, A-S-X2,
B, B-1, B-2, B-X1, B-X2 C, C-1, C-2, C-X1 AND C-X2): THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION
OF THE RELATED EXCHANGEABLE CLASS SPECIFIC GRANTOR TRUST ASSETS.]


 


[FOR CLASS X CERTIFICATES (CLASSES X-A,
X-D, X-F AND X-G) AND CLASSES A-4-X1, A-4-X2, A-5-X1, A-5-X2, A-S-X1, A-S-X2, B-X1, B-X2, C-X1 AND C-X2: THIS CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL. The Notional Amount
of this


 



    A-1-3


     


    

 


 Certificate will be reduced in connection with the reduction of the certificate balance of any Underlying Class of Principal
Balance Certificates OR UPPER-TIER REGULAR INTERESTS, AS APPLICABLE. Accordingly, the Notional amount of this Certificate at any
time may be less than the initial Notional Amount set forth below.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL
PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE RATE AT WHICH INTEREST IS PAYABLE PURSUANT TO THIS CERTIFICATE MAY
BE LESS THAN THE INITIAL PASS-THROUGH RATE CALCULATED ON THE CLOSING DATE.]


 


[FOR EXCHANGEABLE
CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1, A-S-X2,
B, B-1, B-2, B-X1, B-X2 C, C-1, C-2, C-X1 AND C-X2): SUBJECT TO THE CONDITIONS AND PROCEDURES
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER Exchangeable CERTIFICATES IN THE
AMOUNTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 


[FOR SUBORDINATE CERTIFICATES (CLASSES A-S,
A-S-1, A-S-2, A-S-X1, A-S-X2, B, B-1, B-2, B-X1, B-X2, C, C-1, C-2, C-X1, C-X2, D, E, F, G AND H-RR): THIS CERTIFICATE IS SUBORDINATE
TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]


 


[FOR THE HRR INTEREST: THIS CERTIFICATE
IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED
UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,
TRANSFER AND FINANCING SET FORTH IN REGULATION RR. THE INITIAL PURCHASER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 




    A-1-4


     


    

 


	
        PASS-THROUGH RATE: [FOR CLASS A-1/A-3/A-4-X1/A-4-X2/A-5-X1/A-5-X2/A-S-X1/A-S-X2/B-X1/B-X2/C-X1/C-X2/D/E:
        [____]% PER ANNUM] [FOR CLASS X-A/X-D/X-F/X-G: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT (AS DEFINED
        HEREIN)][FOR CLASS A-4/F/G: THE LESSER OF [_]% PER ANNUM AND THE WEIGHTED AVERAGE NET MORTGAGE RATE][FOR CLASS A-4-1/A-5-1/A-S-1/B-1/C-1:
        THE SUM OF THE CLASS [A-4/A-5/A-S/B/C] UPPER-TIER REGULAR INTEREST PASS-THROUGH RATE AND THE CLASS [A-4-X2/A-5-X2/A-S-X2/B-X2/C-X2]
        UPPER-TIER REGULAR INTEREST PASS-THROUGH RATE] ][FOR CLASS A-4-2/A-5-2/A-S-2/B-2/C-2: THE CLASS [A-4/A-5/A-S/B/C] UPPER-TIER REGULAR
        INTEREST PASS-THROUGH RATE] [FOR CLASS A-2/A-SB/A-5/A-S/B/C/H-RR: THE WEIGHTED AVERAGE NET MORTGAGE RATE]

         

        INITIAL [CERTIFICATE BALANCE] [NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[_______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: APRIL 7, 2022

         

        FIRST DISTRIBUTION DATE:

        MAY 17, 2022

         

        APPROXIMATE AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

         
	
        MASTER SERVICER:

        Midland Loan Services, a Division of PNC Bank, National Association

         

        SPECIAL SERVICER:

        LNR PARTNERS, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        COMPUTERSHARE TRUST COMPANY, N.A.

         

        OPERATING Advisor: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES
        LLC

         

        CUSIP NO.: [__________]

         

        ISIN NO.: [__________]

         

        CERTIFICATE NO.: [_] – [_]

         





    A-1-5


     


    

 


AS OF THE CLOSING DATE:

$[_________]


 



    A-1-6


     


    

 


CLASS [__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2022
(the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Asset Representations Reviewer and the Operating Advisor. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof
[FOR EXCHANGEABLE CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2,
A-S-X1, A-S-X2, B, B-1, B-2, B-X1, B-X2 C, C-1, C-2, C-X1 AND C-X2: (subject to adjustments reflected on the schedule of exchanges
attached hereto)], by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates [FOR EXCHANGEABLE
CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1, A-S-X2,
B, B-1, B-2, B-X1, B-X2 C, C-1, C-2, C-X1 AND C-X2: (as increased or decreased, as the case may be, to reflect any exchanges of
Exchangeable Certificates)]. The Certificates are designated as the Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage
Pass-Through Certificates, Series 2022-L8 and are issued in the classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to


 



    A-1-7


     


    

 


which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


[FOR REGULAR CERTIFICATES
(CLASSES A-1, A-2, A-3, A-SB, D, E, F, G, H-RR, X-A, X-D, X-F AND X-G): This Certificate represents a “regular interest”
in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and
860D of the Internal Revenue Code of 1986, as amended.] [FOR EXCHANGEABLE CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2,
A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1, A-S-X2, B, B-1, B-2, B-X1, B-X2 C, C-1, C-2, C-X1 AND C-X2): This
certificate represents an undivided beneficial interest in a portion of the related Exchangeable Class Specific Grantor Trust Assets].
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASSES
A-1, A-2, A-3, A-SB, A-4, A-4-1, A-4-2, A-5, A-5-1, A-5-2, A-S, A-S-1, A-S-2, B, B-1, B-2, C, C-1, C-2, D, E, F, G AND H-RR): principal
and] interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for the
subject Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as and to the extent provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of thirty (30) days) during the Interest Accrual
Period relating to such Distribution Date at the applicable Pass-Through Rate specified in the Pooling and Servicing Agreement
on the [Certificate Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date.


 


Interest [FOR PRINCIPAL
BALANCE CERTIFICATES (CLASSES A-1, A-2, A-3, A-SB, A-4, A-4-1, A-4-2, A-5, A-5-1, A-5-2, A-S, A-S-1, A-S-2, B, B-1, B-2, C, C-1,
C-2, D, E, F, G AND H-RR): and principal] allocated to this Certificate on any Distribution Date will be in an amount equal to
this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of
such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and
Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the


 



    A-1-8


     


    

 


Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wiring
instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final payment has been given shall
not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be


 



    A-1-9


     


    

 


payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR CLASSES A-1, A-2, A-3, A-SB, A-4, A-4-1, A-4-2, A-5, A-5-1, A-5-2, A-S, A-S-1, A-S-2, B,
B-1, B-2, C, C-1 and C-2: 10,000 initial Certificate Balance] [FOR CLASSES A-4-X1, A-4-X2, A-5-X1, A-5-X2, A-S-X1, A-S-X2, B-X1,
B-X2, C-X1 AND C-X2: 10,000 initial Notional Amount] [FOR CLASSES D, E, F, G AND H-RR:
100,000 initial Certificate Balance] [FOR CLASS X-A: 1,000,000 initial Notional Amount] [FOR CLASSES X-D, X-F AND X-G: 100,000
initial Notional Amount], and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests


 



    A-1-10


     


    

 


constituting the Class.  Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.  The Pooling and Servicing
Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation,
if such right is being exercised after March 2032 and the Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust
Fund, then such Mortgage Loan shall be excluded from the aggregate Cut-off Date Balance of the Mortgage Loans and the aggregate
Stated Principal Balance of the Mortgage Loans as of the related determination date).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates and the Class A-4, Class
A-5, Class A-S, Class B and Class C Upper-Tier Regular Interests are no longer outstanding (and provided that there
is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V Certificates
and Class R Certificates)), the Sole Certificateholder shall have the right, by giving written notice to all parties thereto the
Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of exchange, to exchange all of its
Certificates (other than the Class V Certificates and Class R Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one (21)
years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.


 



    A-1-11


     


    

 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING 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 PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 




    A-1-12


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	COMPUTERSHARE TRUST COMPANY,
N.A., not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	    
	 	 	Name:

Title:


 


Dated:
April ___, 2022


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	COMPUTERSHARE TRUST COMPANY,
N.A., as Authenticating Agent
	 	 
	 	By:	 
	 	 	Name:

Title:


 




    A-1-13


     


    

  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ 
	TEN ENT	-	as tenants by the entireties	     Custodian
	JT TEN	-	as joint tenants with rights of 	     (Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)




 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




    A-1-14


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 




    A-1-15


     


    

 


[TO BE ATTACHED TO RULE 144A/REGULATION
S BOOK-ENTRY CERTIFICATES

 AND EXCHANGEABLE CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF CERTIFICATES


 


The following exchanges of a part of this
Certificate have been made:


 




    A-1-16


     


    

 


EXHIBIT A-2


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


 


MORGAN
STANLEY CAPITAL I TRUST 2022-L8

Commercial Mortgage Pass-Through Certificates,

Series 2022-L8, CLASS
V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE DIRECTING CERTIFICATEHOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) AND ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN 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


 



    A-2-1


     


    

 


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 (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 




    A-2-2


     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: APRIL 7, 2022

         

        FIRST DISTRIBUTION DATE:

        MAY 17, 2022

         
	
        MASTER SERVICER:

        Midland Loan Services, a Division of PNC Bank, National Association

         

        SPECIAL SERVICER:

        LNR PARTNERS, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        COMPUTERSHARE TRUST COMPANY, N.A.

         

        OPERATING Advisor: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES
        LLC

         

        CUSIP NO.: [________]

         

        ISIN NO.: [________]

         

        CERTIFICATE NO.: V-[_]

         





    A-2-3


     


    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


Morgan
Stanley Capital I Inc.


 


THIS CERTIFIES THAT [______________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Asset Representations Reviewer and the Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing the applicable Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through
Certificates, Series 2022-L8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 



    A-2-4


     


    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class V Certificates
for the subject Distribution Date, all as more fully described in the Pooling and Servicing Agreement. All sums distributable on
this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wiring
instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final payment has been given shall
not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment of


 



    A-2-5


     


    

 


funds. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class.  Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.  The Pooling and Servicing
Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 



    A-2-6


     


    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation,
if such right is being exercised after March 2032 and the Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust
Fund, then such Mortgage Loan shall be excluded from the aggregate Cut-off Date Balance of the Mortgage Loans and the aggregate
Stated Principal Balance of the Mortgage Loans as of the related determination date).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates and the Class A-4, Class
A-5, Class A-S, Class B and Class C Upper-Tier Regular Interests are no longer outstanding (and provided that there
is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V Certificates
and Class R Certificates)), the Sole Certificateholder shall have the right, by giving written notice to all parties thereto the
Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of exchange, to exchange all of its
Certificates (other than the Class V Certificates and Class R Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one (21) years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    A-2-7


     


    

 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING 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 PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 




    A-2-8


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	COMPUTERSHARE TRUST COMPANY,
N.A., not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	     
	 	 	Name:

Title:


 


Dated:
April ___, 2022


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	Computershare
Trust Company, N.A., as Authenticating Agent
	 	 
	 	By:	   
	 	 	Name:

Title:


 




    A-2-9


     


    

  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ 
	TEN ENT	-	as tenants by the entireties	     Custodian
	JT TEN	-	as joint tenants with rights of 	     (Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




    A-2-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 




    A-2-11


     


    

 


EXHIBIT A-3


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


Morgan
Stanley Capital I Trust 2022-L8

Commercial Mortgage Pass-Through Certificates,


Series
2022-L8, CLASS R


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 



    A-3-1


     


    

 


 EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN ARTICLE V OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR,
THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION,
AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH
DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE
AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT
TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE
AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT
OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL
NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED
ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC
RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER


 



    A-3-2


     


    

 


 THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    A-3-3


     


    



	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF APRIL 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: APRIL 7, 2022

         

        FIRST DISTRIBUTION DATE:

        MAY 17, 2022

         
	
        MASTER SERVICER:

        

        Midland Loan Services,
        a Division of PNC Bank, National Association

         

        SPECIAL SERVICER:

        

        LNR PARTNERS, LLC

         

        TRUSTEE: Wilmington
        Trust, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        COMPUTERSHARE TRUST COMPANY, N.A.

         

        OPERATING Advisor: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES
        LLC

         

        CUSIP NO.: [________]

         

        ISIN NO.: [________]

         

        CERTIFICATE NO.: R-[_]

         





    A-3-4


     


    

 


CLASS R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Asset Representations Reviewer and the Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing the applicable Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through
Certificates, Series 2022-L8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “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 Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state


 



    A-3-5


     


    

 


and local income and franchise taxes and other taxes imposed
on or measured by income. By acceptance of this Certificate, the Holder of this Class R Certificate hereby agrees to (A) the irrevocable
designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC within the meaning
of Section 6223 of the Code, and (B) the Certificate Administrator making any elections allowed to avoid (1) the application of
Code Section 6221 to the Trust REMIC and (2) payment by the Trust REMIC under Code Section 6225 of any tax, penalty, interest or
other amount imposed under the Code that would otherwise be imposed on the holders of the Class R Certificates.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the distributions, if any, allocated to the Class R Certificates on the subject Distribution Date to the Person in whose name
this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are payable in the coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wiring
instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their


 



    A-3-6


     


    

 


Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final payment has been given shall
not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate
shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions
of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a
Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the
proposed Transferee is a Disqualified Organization or Agent thereof, an


 



    A-3-7


     


    

 


ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from
any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying
that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such
Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. The Certificate Registrar
may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class.  Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.  The Pooling and Servicing
Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property


 



    A-3-8


     


    

 


remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation,
if such right is being exercised after March 2032 and the Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust
Fund, then such Mortgage Loan shall be excluded from the aggregate Cut-off Date Balance of the Mortgage Loans and the aggregate
Stated Principal Balance of the Mortgage Loans as of the related determination date).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E Certificates and the Class A-4, Class
A-5, Class A-S, Class B and Class C Upper-Tier Regular Interests are no longer outstanding (and provided that there
is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V Certificates
and Class R Certificates)), the Sole Certificateholder shall have the right, by giving written notice to all parties thereto the
Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of exchange, to exchange all of its
Certificates (other than the Class V Certificates and Class R Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one (21) years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING 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


 



    A-3-9


     


    

 


PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 




    A-3-10


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	COMPUTERSHARE TRUST COMPANY,
N.A., not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated:
April ___, 2022


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	COMPUTERSHARE TRUST COMPANY,
N.A., as Authenticating Agent
	 	 
	 	By:	 
	 	 	Name:

Title:


 




    A-3-11


     


    

  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ 
	TEN ENT	-	as tenants by the entireties	     Custodian
	JT TEN	-	as joint tenants with rights of 	     (Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




    A-3-12


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 




    A-3-13


     


    

 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 



    Exhibit B-1


     


    



 


 


	MSC 2022-L8
	Mortgage Loan Schedule


 


	Loan ID	Mortgage

Loan Seller	Property Name 	Cut-off Date

Balance	Address 	City 	State 	Note Date	Maturity Date	Mortgage

Rate 	Original Term

to Maturity or ARD (mos.) 	Remaining Term

to Maturity or ARD (mos.) 	Original 

Amortization 

Term (mos.) 	ARD Loan (Y/N)	Primary Servicing

Fee Rate	Pari Passu Loan Primary Servicing Fee Rate
	1	MSMCH	Constitution Center	$68,000,000	400 7th Street Southwest	Washington	DC	2/16/2022	3/9/2032	3.0494%	120	119	0	No	0.002500%	0.000000%
	2.00	MSMCH	ExchangeRight Net Leased Portfolio #54	$68,000,000	Various	Various	Various	2/18/2022	3/1/2032	3.5016%	120	119	0	No	0.002500%	0.000000%
	2.01	MSMCH	Market32 – Worcester, MA	$11,255,878	72 Pullman Street	Worcester	MA	 	 	 	 	 	 	 	 	 
	2.02	MSMCH	Price Chopper – Gardner, MA	$7,376,011	560 Main Street	Gardner	MA	 	 	 	 	 	 	 	 	 
	2.03	MSMCH	Hannaford Grocery – Gardner, MA	$5,585,303	21 Timpany Boulevard	Gardner	MA	 	 	 	 	 	 	 	 	 
	2.04	MSMCH	Tractor Supply – Minot, ND	$2,686,062	900 21st Avenue Southeast	Minot	ND	 	 	 	 	 	 	 	 	 
	2.05	MSMCH	Walgreens – Baton Rouge, LA	$2,643,426	5955 Airline Highway	Baton Rouge	LA	 	 	 	 	 	 	 	 	 
	2.06	MSMCH	Walgreens – Prattville, AL	$2,643,426	703 South Memorial Drive	Prattville	AL	 	 	 	 	 	 	 	 	 
	2.07	MSMCH	Tractor Supply – Elizabethtown, KY	$2,600,790	1451 Ring Road	Elizabethtown	KY	 	 	 	 	 	 	 	 	 
	2.08	MSMCH	Novant Health – Winston-Salem, NC	$2,579,472	1806 South Hawthorne Road	Winston Salem	NC	 	 	 	 	 	 	 	 	 
	2.09	MSMCH	Fresenius Medical Care – Magnolia, TX	$2,187,221	3 Windcrest National	Magnolia	TX	 	 	 	 	 	 	 	 	 
	2.10	MSMCH	CVS Pharmacy – Kenova, WV	$2,131,795	1405 Oak Street	Kenova	WV	 	 	 	 	 	 	 	 	 
	2.11	MSMCH	CVS Pharmacy – Abbeville, LA	$1,995,361	1100 Veterans Memorial Drive	Abbeville	LA	 	 	 	 	 	 	 	 	 
	2.12	MSMCH	Tractor Supply – Holden, ME	$1,961,251	137 Main Road	Holden	ME	 	 	 	 	 	 	 	 	 
	2.13	MSMCH	Kum & Go – North Little Rock, AR	$1,833,344	8801 Maumelle Boulevard	North Little Rock	AR	 	 	 	 	 	 	 	 	 
	2.14	MSMCH	Forsyth Memorial Hospital – Winston-Salem, NC	$1,679,855	725 Highland Oaks Drive Unit 200	Winston Salem	NC	 	 	 	 	 	 	 	 	 
	2.15	MSMCH	Dollar Tree – Teaneck, NJ	$1,620,165	1187 Teaneck Road	Teaneck	NJ	 	 	 	 	 	 	 	 	 
	2.16	MSMCH	CVS Pharmacy – Anderson, IN	$1,343,031	2419 Nichol Avenue	Anderson	IN	 	 	 	 	 	 	 	 	 
	2.17	MSMCH	Sherwin Williams – Hilliard, OH	$1,172,487	3873 Park Mill Run Drive	Hilliard	OH	 	 	 	 	 	 	 	 	 
	2.18	MSMCH	Family Dollar – Pennsauken, NJ	$1,108,533	7407 Maple Avenue	Pennsauken	NJ	 	 	 	 	 	 	 	 	 
	2.19	MSMCH	Family Dollar – Trenton, NJ	$1,108,533	208 Chambers Street	Trenton	NJ	 	 	 	 	 	 	 	 	 
	2.20	MSMCH	Dollar General – National Park, NJ	$1,065,898	618 Hessian Avenue	National Park	NJ	 	 	 	 	 	 	 	 	 
	2.21	MSMCH	Dollar Tree – Fridley, MN	$937,990	775 53rd Avenue Northeast	Fridley	MN	 	 	 	 	 	 	 	 	 
	2.22	MSMCH	Dollar General – Greensburg, PA	$852,716	1247 Business Route 66	Greensburg	PA	 	 	 	 	 	 	 	 	 
	2.23	MSMCH	Dollar General – East Lyme, CT	$822,873	144 Boston Post Road	East Lyme	CT	 	 	 	 	 	 	 	 	 
	2.24	MSMCH	Dollar General – Hammond, LA	$810,082	27707 LA43	Hammond	LA	 	 	 	 	 	 	 	 	 
	2.25	MSMCH	Dollar General – Brandon, MS	$810,082	1932 Highway 471	Brandon	MS	 	 	 	 	 	 	 	 	 
	2.26	MSMCH	Dollar General – Edinburg, TX	$771,709	1311 West Owassa Road	Edinburg	TX	 	 	 	 	 	 	 	 	 
	2.27	MSMCH	Dollar Tree – Abilene, TX	$767,447	7000 Buffalo Gap Road	Abilene	TX	 	 	 	 	 	 	 	 	 
	2.28	MSMCH	Dollar General – Bossier City, LA	$737,601	5500 Barksdale Boulevard	Bossier City	LA	 	 	 	 	 	 	 	 	 
	2.29	MSMCH	Dollar General – Walker, LA	$699,229	30332 Walker Road North	Walker	LA	 	 	 	 	 	 	 	 	 
	2.30	MSMCH	Dollar General – Texarkana, AR	$682,175	2307 East Broad Street	Texarkana	AR	 	 	 	 	 	 	 	 	 
	2.31	MSMCH	Family Dollar – Casper, WY	$682,175	3654 Salt Creek Highway	Casper	WY	 	 	 	 	 	 	 	 	 
	2.32	MSMCH	Dollar General – Omaha, NE	$665,120	5719 North 16th Street	Omaha	NE	 	 	 	 	 	 	 	 	 
	2.33	MSMCH	Family Dollar – Lafayette, LA	$613,957	1944 Moss Street	Lafayette	LA	 	 	 	 	 	 	 	 	 
	2.34	MSMCH	Sherwin Williams – Saginaw, MI	$575,585	8405 Gratiot Road	Saginaw	MI	 	 	 	 	 	 	 	 	 
	2.35	MSMCH	Dollar General – Cameron, NC	$537,212	19807 North Carolina Highway 27	Cameron	NC	 	 	 	 	 	 	 	 	 
	2.36	MSMCH	Dollar General – Kingman, AZ	$456,204	4405 Stockton Hill Road	Kingman	AZ	 	 	 	 	 	 	 	 	 
	3	SMC	Rose Castle Apartments	$52,000,000	380 Flushing Avenue and 33 Little Nassau Street	Brooklyn	NY	3/4/2022	3/6/2032	4.0450%	120	119	0	No	0.001250%	0.000000%
	4	MSMCH	601 Lexington Avenue	$41,213,720	601 Lexington Avenue	New York	NY	12/10/2021	1/9/2032	2.7920%	120	117	0	No	0.000000%	0.005000%
	5	SMC	26 Broadway	$33,900,000	26 Broadway	New York	NY	2/4/2022	2/6/2032	4.9100%	120	118	0	No	0.000000%	0.011250%
	6	MSMCH	Mountain's Edge Marketplace	$33,000,000	7815 - 8015 Blue Diamond Road	Las Vegas	NV	2/28/2022	3/1/2032	4.5100%	120	119	360	No	0.012500%	0.000000%
	7	MSMCH	Midtown Square	$30,430,000	1237 Coolidge Highway	Troy	MI	2/14/2022	3/1/2032	4.0000%	120	119	360	No	0.000000%	0.010000%
	8	BMO	Coleman Highline Phase IV	$30,000,000	1189, 1193 and 1199 Coleman Avenue	San Jose	CA	12/1/2021	12/6/2026	2.4945%	60	56	0	Yes	0.000000%	0.012000%
	9.00	SMC	Visions Hotel Portfolio III	$28,063,980	Various	Various	NY	3/4/2022	3/6/2032	4.1700%	120	119	360	No	0.002500%	0.000000%
	9.01	SMC	DoubleTree Utica	$7,381,909	102 Lafayette Street	Utica	NY	 	 	 	 	 	 	 	 	 
	9.02	SMC	Home2 Suites Utica	$6,045,529	119 North Genesee Street	Utica	NY	 	 	 	 	 	 	 	 	 
	9.03	SMC	TownePlace Suites New Hartford 	$6,045,529	4760 Middle Settlement Road	New Hartford	NY	 	 	 	 	 	 	 	 	 
	9.04	SMC	Best Western Fishkill	$5,090,971	14 Schuyler Boulevard	Fishkill	NY	 	 	 	 	 	 	 	 	 
	9.05	SMC	Fairfield Inn Cortland	$3,500,043	3707 NY-281	Cortland	NY	 	 	 	 	 	 	 	 	 
	10	BMO	Fleet Farm - Waukee	$27,622,500	1300 & 1301 Southeast Kettlestone Boulevard	Waukee	IA	3/1/2022	3/6/2032	4.2500%	120	119	0	No	0.002500%	0.000000%
	11.00	MSMCH, BMO	ILPT Logistics Portfolio	$24,229,075	Various	Various	Various	2/25/2022	3/6/2032	3.8647%	120	119	0	No	0.000000%	0.013750%
	11.01	MSMCH, BMO	4000 Principio Parkway	$2,990,560	4000 Principio Parkway East	North East	MD	 	 	 	 	 	 	 	 	 
	11.02	MSMCH, BMO	2020 Joe B. Jackson Parkway	$2,682,159	2020 Joe B. Jackson Parkway	Murfreesboro	TN	 	 	 	 	 	 	 	 	 
	11.03	MSMCH, BMO	1901 Meadowville Technology Parkway	$2,596,318	1901 Meadowville Technology Parkway	Chester	VA	 	 	 	 	 	 	 	 	 
	11.04	MSMCH, BMO	52 Pettengill Road	$2,511,171	52 Pettengill Road	Londonderry	NH	 	 	 	 	 	 	 	 	 
	11.05	MSMCH, BMO	510 John Dodd Road	$2,495,595	510 John Dodd Road	Spartanburg	SC	 	 	 	 	 	 	 	 	 
	11.06	MSMCH, BMO	309 Dulty's Lane	$2,235,305	309 Dulty's Lane	Burlington	NJ	 	 	 	 	 	 	 	 	 
	11.07	MSMCH, BMO	5300 Centerpoint Parkway	$1,295,909	5300 Centerpoint Parkway	Groveport	OH	 	 	 	 	 	 	 	 	 
	11.08	MSMCH, BMO	17001 West Mercury Street	$1,133,921	17001 Mercury Street	Gardner	KS	 	 	 	 	 	 	 	 	 
	11.09	MSMCH, BMO	725 Darlington Avenue	$1,038,389	725 Darlington Avenue	Mahwah	NJ	 	 	 	 	 	 	 	 	 
	11.10	MSMCH, BMO	10100 89th Avenue N	$888,861	10100 89th Avenue North	Maple Grove	MN	 	 	 	 	 	 	 	 	 
	11.11	MSMCH, BMO	7303 Rickenbacker Parkway West	$751,447	7303 Rickenbacker Parkway West	Columbus	OH	 	 	 	 	 	 	 	 	 
	11.12	MSMCH, BMO	4836 Hickory Hill Road	$737,602	4836 Hickory Hill Road	Memphis	TN	 	 	 	 	 	 	 	 	 
	11.13	MSMCH, BMO	7000 West Post Road	$683,952	7000 West Post Road	Las Vegas	NV	 	 	 	 	 	 	 	 	 
	11.14	MSMCH, BMO	3201 Bearing Drive	$670,453	3201 Bearing Drive	Franklin	IN	 	 	 	 	 	 	 	 	 
	11.15	MSMCH, BMO	900 Commerce Parkway West Drive	$574,575	900 Commerce Parkway West Drive	Greenwood	IN	 	 	 	 	 	 	 	 	 
	11.16	MSMCH, BMO	6825 West County Road 400 North	$546,885	6825 West County Road 400 North	Greenfield	IN	 	 	 	 	 	 	 	 	 
	11.17	MSMCH, BMO	951 Trails Road	$395,972	951 Trails Road	Eldridge	IA	 	 	 	 	 	 	 	 	 
	12	SMC	1021-1023 38th Street	$21,000,000	1021-1023 38th Street	Brooklyn	NY	12/22/2021	1/6/2032	3.7500%	120	117	0	No	0.002500%	0.000000%
	13.00	SMC	Bedrock Portfolio	$20,000,000	Various	Detroit	MI	12/28/2021	1/1/2029	3.7780%	84	81	0	No	0.000000%	0.050000%
	13.01	SMC	First National Building	$4,611,200	660 Woodward Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.02	SMC	The Qube	$2,932,000	611 Woodward Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.03	SMC	Chrysler House	$2,292,000	719 Griswold Street and 730 Shelby Street	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.04	SMC	1001 Woodward	$2,277,200	1001-1075 Woodward Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.05	SMC	One Woodward	$1,650,800	1 Woodward Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.06	SMC	The Z Garage	$1,349,200	1234-1246 Library Street and 1327 Broadway Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.07	SMC	Two Detroit Garage	$1,021,200	160 East Congress Street	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.08	SMC	1505 & 1515 Woodward	$966,400	1505 and 1515-1529 Woodward Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.09	SMC	1001 Brush Street	$815,600	1001 Brush Street	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.10	SMC	The Assembly	$638,000	1700 West Fort Street	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.11	SMC	419 Fort Street Garage	$580,000	419 East Fort Street	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.12	SMC	Vinton	$350,000	600 Woodward Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.13	SMC	1401 First Street	$345,200	1401 First Street	Detroit	MI	 	 	 	 	 	 	 	 	 
	13.14	SMC	Lane Bryant Building	$171,200	1520 Woodward Avenue	Detroit	MI	 	 	 	 	 	 	 	 	 
	14.00	AREF	Pacific Castle Portfolio	$20,000,000	Various	Various	Various	2/2/2022	2/6/2032	3.8850%	120	118	0	No	0.002500%	0.000000%
	14.01	AREF	Rancho Cordova Town Center	$6,709,423	10801-10937 Olson Drive	Rancho Cordova	CA	 	 	 	 	 	 	 	 	 
	14.02	AREF	Prune Tree Center	$5,535,274	17533-17643 Vierra Canyon Road	Prunedale	CA	 	 	 	 	 	 	 	 	 
	14.03	AREF	Rimrock Plaza	$4,045,387	4771-4791 East Palm Canyon Drive	Palm Springs	CA	 	 	 	 	 	 	 	 	 
	14.04	AREF	Sandstone Village	$3,709,916	42 South River Road	St. George	UT	 	 	 	 	 	 	 	 	 
	15	BMO	Stadium Crossings	$19,500,000	2125 East Katella Avenue	Anaheim	CA	3/14/2022	4/6/2032	4.2050%	120	120	0	No	0.002500%	0.000000%
	16.00	BMO	NYC MFRT Portfolio	$15,000,000	Various	Various	NY	1/21/2022	2/6/2032	3.9600%	120	118	0	No	0.000000%	0.001250%
	16.01	BMO	45 John Street	$8,421,927	45 John Street a/k/a 1 Dutch Street	New York	NY	 	 	 	 	 	 	 	 	 
	16.02	BMO	2027-2127 Emmons Avenue	$6,578,073	2027-2127 Emmons Avenue	Brooklyn	NY	 	 	 	 	 	 	 	 	 
	17	SMC	Foothill Center	$13,294,873	1905, 1957, 1973, 1987 and 1999 Foothill Parkway 	Corona	CA	12/30/2021	1/6/2032	4.2750%	120	117	360	No	0.042500%	0.000000%
	18.00	SMC	East Boston MF Portfolio III	$12,250,000	Various	Boston	MA	12/14/2021	1/6/2032	3.9540%	120	117	0	No	0.002500%	0.000000%
	18.01	SMC	273 Maverick Street	$2,123,168	273 Maverick Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.02	SMC	194-194A Maverick Street	$1,262,759	194-194A Maverick Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.03	SMC	147 Cottage Street	$965,639	147 Cottage Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.04	SMC	133 Paris Street	$878,979	133 Paris Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.05	SMC	153 Saratoga Street	$872,789	153 Saratoga Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.06	SMC	284 Chelsea Street	$848,029	284 Chelsea Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.07	SMC	129 Eutaw Street	$773,749	129 Eutaw Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.08	SMC	161 Bennington Street	$767,559	161 Bennington Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.09	SMC	20 Trenton Street	$761,369	20 Trenton Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.10	SMC	234 Lexington Street	$755,179	234 Lexington Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.11	SMC	137 Chelsea Street	$748,989	137 Chelsea Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.12	SMC	21 Eutaw Street	$748,989	21 Eutaw Street	Boston	MA	 	 	 	 	 	 	 	 	 
	18.13	SMC	206 Princeton Street	$742,799	206 Princeton Street	Boston	MA	 	 	 	 	 	 	 	 	 
	19	SMC	Tidewater Cove	$12,000,000	5701 & 5721 Southeast Columbia Way	Vancouver	WA	2/1/2022	2/6/2032	3.9550%	120	118	0	No	0.002500%	0.000000%
	20	BMO	Murray Road Industrial Center	$10,675,000	20495 Murray Road	Bend	OR	2/15/2022	3/6/2032	3.8750%	120	119	0	No	0.002500%	0.000000%
	21	SMC	Oak Ridge Apartments	$9,000,000	26717 Berg Road	Southfield	MI	3/14/2022	4/6/2032	4.5600%	120	120	360	No	0.050000%	0.000000%
	22	AREF	Freedom Plaza	$8,000,000	3990-4110 East State Road 44	Wildwood	FL	3/10/2022	4/6/2032	3.9800%	120	120	0	No	0.002500%	0.000000%
	23	SMC	Storage Xxtra Highway 61	$7,962,513	1836 Carrollton Villa Rica Highway	Villa Rica	GA	12/22/2021	1/6/2032	3.5600%	120	117	360	No	0.002500%	0.000000%
	24	BMO	6 Armstrong	$7,500,000	6 Armstrong Road	Shelton	CT	3/10/2022	4/6/2032	3.8600%	120	120	0	No	0.002500%	0.000000%
	25	AREF	Fairfield Inn & Suites Brooksville	$7,391,180	14082 Cortez Boulevard	Brooksville	FL	3/4/2022	3/6/2032	4.5000%	120	119	360	No	0.002500%	0.000000%
	26	AREF	20 Squadron Blvd	$6,825,000	20 Squadron Boulevard	New City	NY	1/20/2022	2/6/2032	4.2300%	120	118	360	No	0.002500%	0.000000%
	27	SMC	La Quinta Inn & Suites - Holbrook, AZ	$6,139,863	2705 Navajo Boulevard	Holbrook	AZ	3/4/2022	3/6/2032	4.6200%	120	119	300	No	0.002500%	0.000000%
	28.00	SMC	All-Star Self Storage	$6,000,000	Various	Various	SC	1/18/2022	2/6/2032	4.0580%	120	118	0	No	0.002500%	0.000000%
	28.01	SMC	Goose Creek	$4,577,586	221 St. James Avenue	Goose Creek	SC	 	 	 	 	 	 	 	 	 
	28.02	SMC	North Charleston	$1,422,414	2110 NAD Road North	North Charleston	SC	 	 	 	 	 	 	 	 	 
	29	MSMCH	35 Walker Street	$5,550,000	35 Walker Street	New York	NY	3/4/2022	4/1/2032	3.6000%	120	120	0	No	0.002500%	0.000000%
	30	AREF	Motel 6 Las Vegas	$5,526,472	6585 Speedway Boulevard	North Las Vegas	NV	12/23/2021	1/6/2032	4.1280%	120	117	360	No	0.002500%	0.000000%
	31	SMC	United Storage Swansea	$5,500,000	1614 Grand Army of the Republic Highway Route 6	Swansea	MA	12/29/2021	1/6/2032	4.0730%	120	117	0	No	0.002500%	0.000000%
	32	SMC	Country Court Apartments	$5,300,000	25603 Greenfield Road	Southfield	MI	3/14/2022	4/6/2032	4.5600%	120	120	360	No	0.050000%	0.000000%
	33.00	MSMCH	Walgreens and Dollar General Portfolio	$5,300,000	Various	Various	Various	2/3/2022	3/1/2032	4.2550%	120	119	0	No	0.002500%	0.000000%
	33.01	MSMCH	Walgreens	$4,066,667	2353 U.S. Route 9	Toms River	NJ	 	 	 	 	 	 	 	 	 
	33.02	MSMCH	Dollar General	$1,233,333	40 Cherry Street	Waterbury	CT	 	 	 	 	 	 	 	 	 
	34	SMC	43-53 Mineola Avenue	$4,550,000	43-53 Mineola Avenue	Roslyn Heights	NY	2/25/2022	3/6/2032	5.2000%	120	119	0	No	0.002500%	0.000000%
	35	MSMCH	775-779 E Tremont Ave	$4,000,000	775-779 East Tremont Avenue	Bronx	NY	3/8/2022	4/1/2032	3.9600%	120	120	0	No	0.002500%	0.000000%
	36	BMO	399 Atlantic	$3,500,000	399 Atlantic Avenue	Brooklyn	NY	2/15/2022	3/6/2032	3.8500%	120	119	0	No	0.002500%	0.000000%
	37	SMC	NSC Oakman Storage	$3,000,000	1100 Oakman Boulevard	Detroit	MI	12/30/2021	1/6/2032	3.4170%	120	117	0	No	0.002500%	0.000000%
	38	BMO	Overlea Shopping Center	$2,170,000	6639-6665 Belair Road	Baltimore	MD	3/11/2022	4/6/2032	4.8350%	120	120	360	No	0.002500%	0.000000%
	39	SMC	Amwell Valley Self Storage	$2,000,000	470 Route 31 North	West Amwell	NJ	12/23/2021	1/6/2032	4.4470%	120	117	360	No	0.002500%	0.000000%


 





    	 	 	 



     


    

 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Computershare
Trust Company, N.A.





as
Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services – Morgan Stanley Capital I Trust 2022-L8





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention: 
Jane Lam


 


		Re:	Transfer
                                         of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates,
                                         Series 2022-L8



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the
“Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction, on behalf
of the holders of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 (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 Pooling and Servicing
Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the
Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners are
“accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional
Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the



 





 



 





*
Purchaser must include one of the following two certifications.


 






    Exhibit C-1 


     


    

 


	 	 	Purchaser
                                         and any accounts for which it is acting are each able to bear the economic risk of the
                                         Purchaser’s or such account’s investment. The Purchaser is acquiring the
                                         Certificates purchased by it for its own account or for one or more accounts, each of
                                         which is an Institutional Accredited Investor, as to each of which the Purchaser exercises
                                         sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for
                                         any costs incurred by it in connection with this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.
      Check one of the following:*


 


		☐	The
                                         Purchaser is purchasing a Certificate which comprises a portion of the VRR Interest.



 


		☐	The
                                         Purchaser is not purchasing a Certificate which comprises a portion of the VRR Interest.



 


3.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors. The Purchaser understands that the Certificate (and any subsequent Certificate) has not
been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


4.       The
Purchaser has reviewed the Prospectus (and, with respect to Non-Registered Certificates, the Private Placement Memorandum) and
the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Prospectus.


 


5.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 





 



 





*
Purchaser must include one of the following two certifications.


 






    Exhibit C-2 


     


    

 


6.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


7.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


8.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor
                                         form, as applicable), which identifies such Purchaser as the beneficial owner of the
                                         Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY
                                         (with all appropriate attachments) or (iii)]*** two duly executed copies
                                         of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial
                                         owner of the 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
purposes of this paragraph 8, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent


 





 



 





**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.


 






    Exhibit C-3 


     


    

 


provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 


		9.	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:









	 	 	 
	 	 	 
	 	 	 





 


10.           If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	 	[The Purchaser]
	 	 	 	 
	 	 	By: 	
	 	 	 	Name:
	 	 	 	Title:


 





Dated:


 





 



 





****       Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b).


 




    Exhibit C-4 


     


    


 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2022-L8 





[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), relating to Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8



 





	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 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.            The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: of (i) the United States, any State or political subdivision thereof, any possession of the United States
or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any
organization which is exempt from the tax imposed by Chapter 1 of the


 






    Exhibit D-1-1 


     


    

 


Code (including the tax imposed by Section 511
of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the
Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any
other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the
Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an
Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.             The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.             The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.             No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.             The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.             Check
the applicable paragraph:


 


☐            The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)            the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)           the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)          the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


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


 






    Exhibit D-1-2 


     


    

 


the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐            The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)            the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)           at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)          the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)          the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐             None
of the above.


 


9.             The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.           The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.           The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any person that does not provide such affidavit or agreement, if it knows or believes that any representation
contained in such affidavit and agreement is false or if it 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.


 






    Exhibit D-1-3 


     


    

 


12.           The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.           The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.           The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.           The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” under Code
Section 6223, of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement and to the Certificate
Administrator making any elections allowed to avoid (A) the application of Code Section 6221 to the Trust REMICs and (B) payment
by the Trust REMIC under Code Section 6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on the holders of the Class R Certificates.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit D-1-4 


     


    


 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 	 	 
	 	 	 	NOTARY PUBLIC in and for the
	 	 	 	State of _______________
	 	 	 	 
	[SEAL]	 	 
	 	 	 	 
	My Commission expires:	 	 	 
	 	 	 	 


 




    Exhibit D-1-5 


     


    


 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2022-L8





[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, and executed in connection with the above-referenced transaction. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee and has no actual knowledge or reason to know that the Transferee’s statements in the Transferee Affidavit are
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 D-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 D-2-2 


     


    


 


EXHIBIT
D-3


 


[RESERVED]


 




    Exhibit D-3-3 


     


    


 


EXHIBIT
D-4


 


[RESERVED]


 




    Exhibit D-4-1 


     


    


 


EXHIBIT
D-5


 


[RESERVED]


 




    Exhibit D-5-1 


     


    


 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 
	 	Name of
    Mortgagor:	
	 	 	 
	 	[Master Servicer]	
	 	[Special Servicer]

    Loan No.:	 
	Custodian
	 
	 	Name:	Computershare Trust
    Company, N.A.
	 	 	 
	 	Address:	1055
        10th Ave SE

        

        Minneapolis,
        Minnesota 55414

        Attention: Document Custody Services Group

        

        Morgan
        Stanley Capital I Trust 2022-L8 

	 	 	 
	 	Custodian/Trustee

    Mortgage File No.:	
	 
	Depositor
	 
	 	Name:	Morgan Stanley Capital
    I Inc.
	 	 	 
	 	Address:	Morgan
        Stanley Capital I Inc.

        

        1585
        Broadway

        

        New
        York, New York 10036

        

        Attention: 
        Jane Lam 

	 	 	 
	 	Certificates:	Morgan Stanley Capital
    I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Computershare Trust Company, N.A., as custodian
(in such capacity, the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, the
documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement, relating to Morgan Stanley Capital I Trust
2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 (the “Pooling and Servicing Agreement”).


 





	 	( )	 
	 	 	 



 






    Exhibit E-1 


     


    

 


	 	( )	 
	 	 	 
	 	( )	 
	 	 	 
	 	( )	 





 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 	[____________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 




    Exhibit E-2 


     


    



 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wilmington
Trust, National Association,

as Trustee





1100
North Market Street





Wilmington,
Delaware 19890





Attention:
CMBS Trustee – MSC 2022-L8





With
a copy by email to: cmbstrustee@wilmingtontrust.com


 


Computershare
Trust Company, N.A.,

as Certificate Administrator





600
South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – MSC 2022-L8





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention: 
Jane Lam


 


		Re:	Transfer
                                         of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates,
                                         Series 2022-L8



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the Morgan
Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, Class [_] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used and not otherwise defined herein have
the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or 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), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code,
or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a


 






    Exhibit F-1-1 


     


    

 


“Plan”) or (b) a person acting on behalf
of or using the assets of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very
truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 




    Exhibit F-1-2 


     


    


 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS V and class R CERTIFICATES


 


[Date]


 


Computershare
Trust Company, N.A.,

as Certificate Administrator





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS) –





 Morgan
Stanley Capital I Trust 2022-L8 





[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]





[______]





[______]





Attention:
[______]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Morgan Stanley Capital
I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, [Class V][Class R] Certificates (the “[Class
V][Class R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of April 1, 2022
(the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class
R] Certificate, the Purchaser is not 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 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),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any
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 any person acting on behalf of
any such Plan or using the assets of a Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA) to purchase such [Class V][Class R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 






    Exhibit F-2-1 


     


    

 





	 	Very
truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit F-2-2 


     


    


 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT

 




    Exhibit G-1 


     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 



	Table of Contents
	Section	Pages
	Certificate Distribution Detail	2
	Certificate Factor Detail	3
	Certificate Interest Reconciliation Detail	4
	Exchangeable
    Certificate Detail	5
	Exchangeable Certificate Factor Detail	6
	Additional Information	7
	Bond / Collateral Reconciliation - Cash Flows	8
	Bond / Collateral Reconciliation - Balances	9
	Current Mortgage Loan and Property Stratification	10-14
	Mortgage Loan Detail (Part 1)	15
	Mortgage Loan Detail (Part 2)	16
	Principal Prepayment Detail	17
	Historical Detail	18
	Delinquency Loan Detail	19
	Collateral Stratification and Historical Detail	20
	Specially Serviced Loan Detail - Part 1	21
	Specially Serviced Loan Detail - Part 2	22
	Modified Loan Detail	23
	Historical Liquidated Loan Detail	24
	Historical Bond / Collateral Loss Reconciliation Detail	25
	Interest Shortfall Detail - Collateral Level	26
	Supplemental Notes	27






	Contacts
	  Role	Party
    and Contact Information
	Depositor	Morgan
    Stanley Capital I Inc.	 	 
	 	Jane
    Lam	 	cmbs_notices@morganstanley.com
	 	1585
    Broadway | New York, NY 10036 | United States
	Certificate
    Administrator	Computershare
    Trust Company, N.A.	 	 
	 	Corporate
    Trust Services (CMBS)	 	cts.cmbs.bond.admin@wellsfargo.com;
    

trustadministrationgroup@wellsfargo.com
	 	9062
    Old Annapolis Road | Columbia, MD 21045 | United States
	Master
    Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association	 	 
	 	Executive
    Vice President – Division Head	(913)
    253-9000	noticeadmin@midlandls.com
	 	10851
    Mastin Street, Building 82, Suite 300 | Overland Park, KS 66210 | United States
	Special
    Servicer	LNR
    Partners, LLC	 	 
	 	Heather
    Bennett and Job Warshaw	 	lnr.cmbs.notices@lnrproperty.com
	 	2340
    Collins Avenue, Suite 700 | Miami Beach, FL 33139 | United States
	Operating
    Advisor & Asset 

Representations Reviewer	Park
    Bridge Lender Services LLC	 	 
	 	Surveillance
    Manager	 	cmbs.notices@parkbridgefinancial.com
	 	600
    Third Avenue, 40th Floor | New York, NY 10016 | United States
	Trustee	Wilmington
    Trust, National Association	 	 
	 	CMBS
    Trustee	(302)
    636-4140	CMBSTrustee@wilmingtontrust.com
	 	1100
    North Market Street | Wilmington, DE 19890 | United States
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 








	 	This report is compiled by Computershare Trust Company, N.A. from information provided by third parties. Computershare Trust
Company, N.A. has not independently confirmed the accuracy of the information.
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention
notices. In addition, certificate holders may register online for email notification when special notices are posted. For
information or assistance please call 866-846-4526.


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 1 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Certificate
    Distribution Detail
	Class	CUSIP	Pass-Through
    Rate (2)	 	Original
    Balance	Beginning
    Balance	Principal
    Distribution	Interest
    Distribution	Prepayment
    Penalties	Realized
    Losses	Total
    Distribution	Ending
    Balance	Current
    Credit Support1	Original
    Credit Support1
	 
	A-1	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-2	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-3	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-SB	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-4	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-5	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-S	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	C	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	E	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	F	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	G	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	H-RR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	V	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	R	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	 Regular SubTotal	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	X-A	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-F	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-G	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 Notional SubTotal	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Deal Distribution Total	 	0.00	0.00	0.00	0.00	0.00	 	 	 



 





	 	*	Denotes
    the Controlling Class (if required)
	 	(1)	Calculated
    by taking (A) the sum of the ending certificate balance of all classes in a series less (B) the sum of (i) the ending certificate
    balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated
    class and dividing the result by (A).
	 	(2)	Pass-Through
    Rates with respect to any Class of Certificates on next month’s Payment Date is expected to be the same as the current respective
    Pass-Through Rate, subject to any modifications on the underlying loans, any change in certificate or pool balance, any change
    in the underlying index (if and as applicable), and any other matters provided in the governing documents.















 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 2 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 



 


	Certificate
    Factor Detail
	Class	CUSIP	Beginning
    Balance	Principal
    Distribution	Interest
    Distribution	Interest
    Shortfalls / (Paybacks)	Cumulative
    Interest Shortfalls	Prepayment
    Penalties	Losses	Total
    Distribution	Ending
    Balance
	 Regular
    Certificates
	A-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-SB	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	H-RR	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	V	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 
	 Notional
    Certificates
	X-A	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-D	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-F	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-G	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 3 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Certificate
    Interest Reconciliation Detail
	Class	Accrual
    Period	Accrual
    Days	Prior
    Cumulative Interest Shortfalls	Accrued
    Certificate Interest	Net
    Aggregate Prepayment Interest Shortfall	Distributable
    Certificate Interest	Interest
    Shortfalls / (Paybacks)	Payback
    of Prior Realized Losses	Additional
    Interest Distribution Amount	Interest
    Distribution	Cumulative
    Interest Shortfalls	 
	A-1	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-2	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-3	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-SB	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-4	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-5	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-A	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-S	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	C	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-F	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-G	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	E	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	F	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	G	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	H-RR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	 


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 4 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 



 


	Exchangeable
    Certificate Detail
	Class	CUSIP	Pass-Through
    Rate	Maximum
    Initial Balance	Beginning
    Balance	Principal
    Distribution	Interest
    Distribution	Prepayment
    Penalties	Realized
    Losses	Total
    Distribution	Ending
    Balance
	 Exchangeable
    Certificate Details
	A-4
    (Exch)	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-4-1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-4-2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-4-X1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-4-X2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-5
    (Exch)	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-5-1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-5-2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-5-X1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-5-X2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-S
    (Exch)	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-S-1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-S-2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-S-X1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	A-S-X2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	B
    (Exch)	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	B-1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	B-2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	B-X1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	B-X2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	C
    (Exch)	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	C-1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	C-2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	C-X1	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	C-X2	 	N/A	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	 Exchangeable
    Certificates Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00



 



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	Page 5 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Exchangeable
    Certificate Factor Detail
	Class	CUSIP	Beginning
    Balance	Principal
    Distribution	Interest
    Distribution	Interest
    Shortfalls / (Paybacks)	Cumulative
    Interest Shortfalls	Prepayment
    Penalties	Losses	Total
    Distribution	Ending
    Balance
	 Regular
    Certificates
	A-4-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 
	 Notional
    Certificates
	A-4-X1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4-X2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5-X1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5-X2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S-X1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S-X2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B-X1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B-X2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C-X1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C-X2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000


 



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	Page 6 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


  


Additional
Information


 


	 
	Total Available Distribution Amount (1)	0.00


 


		(1)	The
Available Distribution Amount includes any Prepayment Premiums.


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 7 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Bond
/ Collateral Reconciliation - Cash Flows


 


	Total Funds Collected


 


	 	Interest
	 	 	Interest Paid or Advanced	0.00
	 	 	Interest Reductions due to Nonrecoverability Determination	0.00
	 	 	Interest Adjustments	0.00
	 	 	Deferred Interest	0.00
	 	 	ARD Interest	0.00
	 	 	Net Prepayment Interest Excess / (Shortfall)	0.00
	 	 	Extension Interest	0.00
	 	 	Interest Reserve Withdrawal	0.00
	 	 	Total Interest Collected	0.00


 


	 	Principal
	 	 	Scheduled Principal	0.00
	 	 	Unscheduled Principal Collections	 
	 	 	Principal Prepayments	0.00
	 	 	Collection of Principal after Maturity Date	0.00
	 	 	Recoveries From Liquidations and Insurance Proceeds	0.00
	 	 	Excess of Prior Principal Amounts Paid	0.00
	 	 	Curtailments	0.00
	 	 	Negative Amortization	0.00
	 	 	Principal Adjustments	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Principal Collected	0.00


 


 


 


	 	Other
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Gain on Sale / Excess Liquidation Proceeds	0.00
	 	 	Borrower Option Extension Fees	0.00
	 	 	Total Other Collected	0.00


 


	 	Total Funds Collected	0.00






	Total Funds Distributed


 


	 	Fees
	 	 	Master Servicing Fee	0.00
	 	 	Certificate Administrator Fee	0.00
	 	 	Trustee Fee	0.00
	 	 	CREFC® Intellectual Property Royalty License Fee	0.00
	 	 	Operating Advisor Fee	0.00
	 	 	Asset Representations Reviewer Fee	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Fees	0.00


 


	 	Expenses/Reimbursements
	 	 	Reimbursement for Interest on Advances	0.00
	 	 	ASER Amount	0.00
	 	 	Special Servicing Fees (Monthly)	0.00
	 	 	Special Servicing Fees (Liquidation)	0.00
	 	 	Special Servicing Fees (Work Out)	0.00
	 	 	Legal Fees	0.00
	 	 	Rating Agency Expenses	0.00
	 	 	Taxes Imposed on Trust Fund	0.00
	 	 	Non-Recoverable Advances	0.00
	 	 	Workout Delayed Reimbursement Amounts	0.00
	 	 	Other Expenses	0.00
	 	 	Total Expenses/Reimbursements	0.00


 


	 	Interest Reserve Deposit	0.00


 


	 	Payments to Certificateholders and Others
	 	 	Interest Distribution	0.00
	 	 	Principal Distribution	0.00
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Total Payments to Certificateholders and Others	0.00


 


	 	Total Funds Distributed	0.00








 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 8 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


  


Bond
/ Collateral Reconciliation - Balances


 


	Collateral Reconciliation


	 	 	 	 	Total
	Beginning Scheduled Collateral Balance	0.00	 	 	0.00
	(-) Scheduled Principal Collections	0.00	 	 	0.00
	(-) Unscheduled Principal Collections	0.00	 	 	0.00
	(-) Principal Adjustments (Cash)	0.00	 	 	0.00
	(-) Principal Adjustments (Non-Cash)	0.00	 	 	0.00
	(-) Realized Losses from Collateral	0.00	 	 	0.00
	(-) Other Adjustments2	0.00	 	 	0.00
	 	 	 	 	 
	 Ending Scheduled Collateral Balance	0.00	 	 	0.00
	 Beginning Actual Collateral Balance	0.00	 	 	0.00
	 Ending Actual Collateral Balance	0.00	 	 	0.00






	Certificate Reconciliation


	 	Total
	Beginning Certificate Balance	0.00
	(-) Principal Distributions	0.00
	(-) Realized Losses	0.00
	 	Realized Loss and Realized Loss Adjustments on Collateral	0.00
	 	Current Period NRA1	0.00
	 	Current Period WODRA1	0.00
	 	Principal Used to Pay Interest	0.00
	 	Non-Cash Principal Adjustments	0.00
	 	Certificate Other Adjustments**	0.00
	Ending Certificate Balance	0.00









	NRA/WODRA Reconciliation
	 	Non-Recoverable Advances (NRA) from Principal	Workout Delayed Reimbursement of Advances (WODRA) from Principal
	Beginning Cumulative Advances	0.00	0.00
	Current Period Advances	0.00	0.00
	Ending Cumulative Advances	0.00	0.00
	 	 	 






	Under / Over Collateralization Reconciliation
	Beginning UC / (OC)	0.00
	UC / (OC) Change	0.00
	Ending UC / (OC)	0.00
	Net WAC Rate	0.00%
	UC / (OC) Interest	0.00








	(1)	Current Period NRA and WODRA displayed will represent the portion applied as Realized Losses to the bonds.
	(2)	Other Adjustments value will represent miscellaneous items that may impact the Scheduled Balance of the collateral.
	**	A negative value for Certificate Other Adjustments represents the payback of prior Principal Shortfalls, if any.


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 9 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


 


	Scheduled Balance
	
        Scheduled


        Balance

        	
        # Of


        Loans

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Debt Service Coverage Ratio1
	
        Debt Service Coverage


        Ratio

        	
        # Of 


        Loans

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 10 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


 


	State3
	State	
        # Of 


        Properties

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Property Type3
	Property Type	
        # Of


        Properties

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








Note: Please refer to footnotes on the next page
of the report.


 



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	Page 11 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


 


	Note Rate
	Note Rate	
        # Of 


        Loans

        	
        Scheduled 


        Balance

        	
        % Of


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Seasoning
	Seasoning	
        # Of


        Loans

        	
        Scheduled


        Balance

        	
        % Of


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt
    Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
    all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
    information from the offering document is used. The debt service coverage ratio information was provided to the Certificate
    Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such
    information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon
    the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 12 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


  


	Anticipated Remaining Term (ARD and Balloon Loans)
	
        Anticipated


        Remaining Term

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Remaining Amortization Term (ARD and Balloon Loans)
	
        Remaining


        Amortization Term

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon
    the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.


 



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	Page 13 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


  


	Age of Most Recent NOI
	
        Age of Most


        Recent NOI

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Remaining Stated Term (Fully Amortizing Loans)
	
        Age of Most


        Recent NOI

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon
    the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.


 



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	Page 14 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Mortgage Loan Detail (Part 1)

                                                                     

	Pros ID 	Loan ID	Loan Group	Prop Type (1)	City 	State	Interest Accrual Type	Gross Rate	Scheduled Interest	Scheduled Principal	Principal

Adjustments	Anticipated Repay Date	Original Maturity Date	Adjusted Maturity Date	Beginning Scheduled Balance	Ending Scheduled Balance	Paid Through Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	1
    Property Type Codes
	 	 	HC
    - Health Care	MU
    - Mixed Use	WH
    - Warehouse	MF
    - Multi-Family
	 	 	SS
    - Self Storage	LO
    - Lodging	RT
    - Retail	SF
    - Single Family Rental
	 	 	98
    - Other	IN
    - Industrial	OF
    - Office	MH
    - Mobile Home Park
	 	 	SE
    - Securities	CH
    - Cooperative Housing	ZZ
    - Missing Information/Undefined	 


 



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	Page 15 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Mortgage
    Loan Detail (Part 2)
	 
	Pros ID 	Loan Group	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date	Appraisal Reduction Date	Appraisal Reduction Amount	Cumulative ASER	Current P&I Advances	Cumulative P&I Advances	Cumulative Servicer Advances	Current NRA/WODRA from Principal	Defease Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


 



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	Page 16 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Principal
    Prepayment Detail
	 
	 	 	 	Unscheduled Principal 	Prepayment Penalties
	Pros ID	Loan Number	Loan

Group	Amount	 	Prepayment / Liquidation Code	Prepayment Premium Amount	Yield Maintenance Amount
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 
	 


	 	Note: Principal Prepayment Amount listed here may include Principal Adjustment Amounts on the loan in addition to the Unscheduled Principal Amount.


 



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	Page 17 of 27



     


    


 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Historical
    Detail
	 
	 	Delinquencies1	Prepayments	Rate and Maturities
	 	30-59 Days	60-89 Days	90 Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next Weighted Avg.	 
	Distribution Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	 


		(1)	Foreclosure
and REO Totals are included in the delinquencies aging categories.



 



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	Page 18 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Delinquency
    Loan Detail
	 
	Pros ID	Loan ID	Paid Through Date	Months Delinquent	Mortgage

Loan

Status1	Current P&I Advances	Outstanding P&I Advances	
        Outstanding 


        Servicer


        Advances

        	Actual Principal Balance	
        Servicing 


        Transfer


        Date

        	Resolution

Strategy

Code2	Bankruptcy Date	Foreclosure Date	REO Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 



	 	1 Mortgage Loan Status
	 	 	A
    - Payment Not Received But Still in Grace Period	0
    - Current	4
    - Performing Matured Balloon
	 	 	B -
    Late Payment But Less Than 30 days  Delinquent	1 -
    30-59 Days Delinquent	5 -
    Non Performing Matured Balloon
	 	 	 	2 -
    60-89 Days Delinquent	6 -
    121+ Days Delinquent
	 	 	 	3 -
    90-120 Days Delinquent	 
	 	 	 	 	 





	 	2 Resolution Strategy Code
	 	 	1
    - Modification	6
    - DPO	10
    - Deed in Lieu of Foreclosures
	 	 	2 -
    Foreclosure	7 -
    REO	11-
    Full Payoff
	 	 	3 -
    Bankruptcy	8 -
    Resolved	12
    - Reps and Warranties
	 	 	4 -
    Extension	9 -
    Pending Return to Master Servicer	13
    -  TBD
	 	 	5 -
    Note Sale	98
    - Other	 








	 	     Note: Outstanding P & I Advances include the current period advance.


 



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	Page 19 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Collateral
Stratification and Historical Detail


 


	Maturity Dates and Loan Status1


 


	 	Total	Performing	Non-Performing	REO/Foreclosure
	 			
	Past Maturity	0	0	0	0
	0 - 6 Months	0	0	0	0
	7 - 12 Months	0	0	0	0
	13 - 24 Months	0	0	0	0
	25 - 36 Months	0	0	0	0
	37 - 48 Months	0	0	0	0
	49 - 60 Months	0	0	0	0
	> 60 Months	0	0	0	0














 

	Historical Delinquency Information


 


	 	Total	Current	30-59 Days	60-89 Days	90+ Days	REO/Foreclosure
	 					
	May-22	0	0	0	0	0	0
	Apr-22	0	0	0	0	0	0
	Mar-22	0	0	0	0	0	0
	Feb-22	0	0	0	0	0	0
	Jan-22	0	0	0	0	0	0
	Dec-21	0	0	0	0	0	0
	Nov-21	0	0	0	0	0	0
	Oct-21	0	0	0	0	0	0
	Sep-21	0	0	0	0	0	0
	Aug-21	0	0	0	0	0	0
	Jul-21	0	0	0	0	0	0
	Jun-21	0	0	0	0	0	0















	(1)	Maturity dates used in this chart are based on the dates provided by the Master Servicer in the Loan Periodic File.






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	Page 20 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Specially
    Serviced Loan Detail - Part 1
	 
	Pros ID	Loan ID	Ending Scheduled Balance	Actual Balance	Appraisal Value	Appraisal Date	Net Operating Income	DSCR	DSCR Date	Maturity Date	
        Remaining


        Amort Term

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


 



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	Page 21 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Specially
    Serviced Loan Detail - Part 2
	 
	Pros ID	Loan ID	Property Type1	State	
        Servicing


        Transfer


        Date

        	Resolution Strategy Code2	Special Servicing Comments
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 



	 	1 Property Type Codes
	 	 	HC - Health Care	MU - Mixed Use	WH - Warehouse
	 	 	MF - Multi-Family	SS - Self Storage	LO - Lodging
	 	 	RT - Retail	SF - Single Family Rental	98 - Other
	 	 	IN - Industrial	OF - Office	MH - Mobile Home Park
	 	 	SE - Securities	CH - Cooperative Housing	ZZ - Missing Information/Undefined






	 	2 Resolution Strategy Code
	 	 	1 - Modification	6 - DPO	10 - Deed in Lieu of Foreclosures
	 	 	2 - Foreclosure	7 - REO	11- Full Payoff
	 	 	3 - Bankruptcy	8 - Resolved	12 - Reps and Warranties
	 	 	4 - Extension	9 - Pending Return to Master Servicer	13 -  TBD
	 	 	5 - Note Sale	98 - Other	 








 



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	Page 22 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Modified
Loan Detail


 


	 	 	 	Pre-Modification	Post-Modification	Modification 	Modification Booking 	Modification Closing 	Modification Effective 
	Pros ID	Loan Number	 	Balance	Rate	Balance	Rate	
        


        Code1

        	
        


        Date

        	
        


        Date

        	
        


        Date

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


	1 Modification Codes
	 	1 - Maturity Date Extension	5 - Temporary Rate Reduction	8 - Other	 
	 	2 - Amortization Change	6 - Capitalization on Interest	9 - Combination	 
	 	3 - Principal Write-Off	7 - Capitalization on Taxes	10 - Forbearance	 
	 	 	 	 	 


	 	Note: Please refer to Servicer Reports for modification comments.


 



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	Page 23 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	Historical
    Liquidated Loan Detail
	 
	Pros ID1	
        Loan


        Number

        	Dist.Date	
        Loan


        Beginning


        Scheduled


        Balance

        	
        Most Recent


        Appraised


        Value or BPO

        	
        Gross Sales


        Proceeds or


        Other


        Proceeds

        	
        Fees,


        Advances,


        and Expenses

        	
        Net Proceeds


        Received on


        Liquidation

        	
        Net Proceeds


        Available for


        Distribution

        	
        Realized Loss


        to Loan

        	
        Current 


        Period


        Adjustment to


        Loan

        	
        Cumulative


        Adjustment to


        Loan

        	
        Loss to Loan


        with


        Cumulative


        Adjustment

        	
        Percent of


        Original


        Loan


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	Current Period Totals	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 	 


 


	 	Note: Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


 



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	Page 24 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


	 	 	Historical
    Bond / Collateral Loss Reconciliation Detail	 
	 	 	 	 
	Pros ID	
        Loan


        Number

        	Distribution Date	
        Certificate 


        Interest Paid


        from Collateral


        Principal


        Collections

        	
        Reimb of Prior


        Realized Losses


        from Collateral


        Interest


        Collections

        	
        Aggregate


        Realized Loss to


        Loan

        	
        Loss Covered by


        Credit


        Support/Deal


        Structure

        	
        Loss Applied to


        Certificate


        Interest Payment

        	
        Loss Applied to


        Certificate


        Balance

        	
        Non-Cash 


        Principal


        Adjustment

        	
        Realized Losses


        from


        NRA/WODRA

        	
        Total Loss 


        Applied to


        Certificate


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Current Period Totals	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 
	 	 


 



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	Page 25 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Interest Shortfall
Detail - Collateral Level


 


	Pros ID	
        Interest


        Adjustments

        	
        Deferred


        Interest


        Collected

        	Special Servicing Fees	ASER	PPIS /  (PPIE)	
        Non-


        Recoverable


        Interest

        	
        Interest on


        Advances

        	
        Reimbursement of 


        Advances from


        Interest

        	
        Other


        Shortfalls /


        (Refunds)

        	
        Modified


        Interest


        Reduction /


        (Excess)

        
	Monthly	Liquidation	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Note: Interest Adjustments listed for each loan do not include amounts that were used to adjust the Weighted Average Net Rate of the mortgage loans.	Collateral Shortfall Total	0.00


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 26 of 27



     


    

 


	Distribution
    Date:	05/17/22	Morgan Stanley Capital I Trust 2022-L8	
	Determination
    Date:	05/11/22
	Record
    Date:	04/29/22	Commercial Mortgage Pass-Through Certificates
			Series 2022-L8
	 	 	 	 


 


Supplemental
Notes


 


	None


 



    	© 2021 Computershare. All rights reserved. Confidential.
	Page 27 of 27



     


    

 






EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates,
Series 2022-L8” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee – MSC 2022-L8, its successors and assigns, all right, title and interest of the Assignor
in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME
OF CURRENT ASSIGNOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit H-1 


     


    


 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository.


 






    Exhibit I-1 


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 





 



 





**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2 


     


    


 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(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,]*


 





 



 





*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    Exhibit J-1 


     


    

  


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
________


 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit J-2 


     


    


 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and 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


 


 



 


*       Select
appropriate depository.


 



    Exhibit K-1 


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit K-2 


     


    


 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate


 





 



 





*       Select, as applicable.


 






    Exhibit L-1 


     


    

 


Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


		Dated:______________	



 


		By:	
 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




    Exhibit L-2 


     


    


 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 





*       Select
appropriate depository.


 






    Exhibit M-1 


     


    

 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
Morgan Stanley Capital I Inc.


 





 



 





**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit M-2 


     


    


 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(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,]*


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


    Exhibit N-1 


     


    

 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit N-2 


     


    


 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, N.A.,

as Certificate Registrar





600
South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate


 






    Exhibit O-1 


     


    

 


Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit O-2 


     


    


 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY AND/OR

RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Computershare
Trust Company, N.A.





9062
Old Annapolis Road





Columbia,
Maryland 21045





Attention:
Corporate Trust Services (CMBS) Morgan Stanley Capital I Trust 2022-L8





trustadministrationgroup@wellsfargo.com





cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
       The undersigned is a Certificateholder, a beneficial owner or prospective purchaser
of the Class [__] Certificates or a Companion Holder or the Risk Retention Consultation Party (or any investment advisor or manager
or other representative of the foregoing).


 


2.        The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.        In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


3.        [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


4.        The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the certificate administrator’s website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers,


 






    Exhibit P-1A-1 


     


    

 


directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.        The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.        The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


7.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Certificateholder,
               beneficial owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative
               of the foregoing)] [Risk Retention Consultation Party]
	 	 	 
		By:	   
	 	 	Name:

                              Title:



 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1A-2 


     


    


 


EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	LNR
                                         Partners, LLC

        

        2340
        Collins Avenue, Suite 700

        

        Miami
        Beach, Florida 33139

        

        Attention:
        Heather Bennett and Job Warshaw

        

        Facsimile
        number: (305) 695-5601

        

        With
        a copy by email to: hbennett@starwood.com,

        jwarshaw@lnrpartners.com and

        lnr.cmbs.notices@lnrproperty.com

         

        Park
        Bridge Lender Services LLC

        

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        MSC 2022-L8-Surveillance Manager

        

        (with
        a copy sent contemporaneously via e-mail to

        cmbs.notices@parkbridgefinancial.com)

         

        Wilmington
        Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – MSC 2022-L8

        

        With
        a copy by email to:

        

        cmbstrustee@wilmingtontrust.com 
	Midland
                                         Loan Services, a Division of PNC

                                                                      Bank, National Association

                                         10851 Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Email:
        NoticeAdmin@midlandls.com

         

        Computershare
        Trust Company, N.A.

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2022-L8

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         



 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [_] Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.        The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.        The
undersigned has received a copy of the Prospectus.


 


3.        The
undersigned is not a Borrower Party.


 






    Exhibit P-1B-1 


     


    

 


4.        The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.        The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.        At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.        The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.        [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-1B-2 


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.








 


	 	[Directing
               Certificateholder][Controlling Class Certificateholder]
	 	 	 
		By:	     
	 	 	Name:

                              Title:



 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1B-3 


     


    


 


EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION
PARTY and/or a Controlling Class Certificateholder)


 


[Date]


 


Computershare
Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – MSC 2022-L8

With a copy by email to: trustadministrationgroup@wellsfargo.com and


cts.cmbs.bond.admin@wellsfargo.com


 


Midland
Loan Services, a Division of PNC Bank, National Association





10851
Mastin Street, Suite 700





Overland
Park, Kansas 66210





Attention:
Executive Vice President – Division Head





Email:
NoticeAdmin@midlandls.com


 


Re:
    Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, Class [_] Certificates 


 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is not the Directing Certificateholder, the Risk Retention Consultation Party or a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the


 






    Exhibit P-1C-1 


     


    

 


undersigned is subject), and such Distribution Date Statement will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statement confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statement (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statement in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Certificateholder,
               beneficial owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative
               of the foregoing)]
	 	 	 
		By:	
	 	 	Name:

                              Title:



 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1C-2 


     


    


 


EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	LNR
                                         Partners, LLC

                                         2340 Collins Avenue, Suite 700

                                         Miami Beach, Florida 33139

                                         Attention: Heather Bennett and Job Warshaw

                                         Facsimile number: (305) 695-5601

                                         With a copy by email to: hbennett@starwood.com,

                                                                      jwarshaw@lnrpartners.com and

                                                                      lnr.cmbs.notices@lnrproperty.com

         

        Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2022-L8-Surveillance Manager

(with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com) 
	Midland
                                         Loan Services, a Division of PNC Bank, National Association

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Email:
        NoticeAdmin@midlandls.com

         

        Computershare
Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) - Series
2022-L8

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com 



 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting


 






    Exhibit P-1D-1 


     


    

 


the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 






    Exhibit P-1D-2 


     


    

 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.     Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing
               Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
		By:	   
	 	 	Name:

                              Title:



 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1D-3 


     


    



 


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	LNR
                                         Partners, LLC

                                         2340 Collins Avenue, Suite 700

                                         Miami Beach, Florida 33139

                                         Attention: Heather Bennett and Job Warshaw

                                         Facsimile number: (305) 695-5601

                                         With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

         

        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: MSC 2022-L8-Surveillance Manager

        (with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)

         
	Midland
Loan Services, a Division of PNC Bank, National Association 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 

        Email:
        NoticeAdmin@midlandls.com

         

        Computershare
        Trust Company, N.A.

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2022-L8

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         



		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [_] Certificates



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY CAPITAL I TRUST
2022-L8, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022-L8, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.          The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder] as of the date hereof.


 


2.          The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 






    Exhibit P-1E-1


     


    

 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.]


 


3.           As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


4.           Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or


 






    Exhibit P-1E-2


     


    

 


the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.           The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling
and Servicing Agreement.


 


6.           The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.           To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or
otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.           The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.           The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with
the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


 


10.         The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 






    Exhibit P-1E-3


     


    

 


11.         The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the
Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


		[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:
_______ 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1E-4


     


    

 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
Email

Computershare Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) Morgan Stanley
Capital I Trust Series 2022-L8

cts.cmbs.bond.admin@wellsfargo.com 

        trustadministrationgroup@wellsfargo.com

         



with
a copy to:


 


Computershare
Trust Company, N.A. 


8480
Stagecoach Circle 


Frederick,
Maryland 21701-4747 


Attention:
Morgan Stanley Capital I Trust Series 2022-L8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.           The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder] as of the date hereof.


 


2.           The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.           The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Morgan Stanley Capital I Trust 2022-L8 securitization should be revoked as to such users:


 






    Exhibit P-1F-1


     


    

 





 






 

 


 

 


 

 


 


4.           The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to
such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


		[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]



 





	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


COMPUTERSHARE
TRUST COMPANY, N.A.,

Certificate Administrator


 







 



Name:

Title:


 




    Exhibit P-1F-2


     


    

EXHIBIT
P-1G


 


Form
of Certification of Directing Certificateholder


 


[Date]


 





	
        Morgan Stanley Capital I Inc.

        1585 Broadway

        New York, New York 10036

        Attention: Jane Lam

         

        LNR Partners, LLC

        2340 Collins Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

         

        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: MSC 2022-L8-Surveillance Manager

        (with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)

        
	
        Midland Loan Services, a Division
of PNC Bank, National Association 

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Email:   NoticeAdmin@midlandls.com

         

        Computershare Trust Company, N.A.

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2022-L8

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – MSC 2022-L8 

        With a copy by email to: cmbstrustee@wilmingtontrust.com 








 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, Class [__] Certificates



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


[INCLUDE
FOR ANY DIRECTING CERTIFICATEHOLDER OTHER THAN THE INITIAL DIRECTING CERTIFICATEHOLDER: 4. The undersigned hereby certifies
that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling
and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.]


 






    Exhibit P-1G-1


     


    

 


[4][5]. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


		[Directing
Certificateholder]



 





	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
_______ 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1G-2


     


    

EXHIBIT
P-1H


 


Form
of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 





	
        Midland Loan Services, a Division
of PNC Bank, National Association 

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Email: NoticeAdmin@midlandls.com

         

        LNR Partners, LLC

        2340 Collins Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

         

        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: MSC 2022-L8-Surveillance Manager

        (with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)

	
        Wilmington Trust, National Association,

1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – MSC 2022-L8 

        With a copy by email to: cmbstrustee@wilmingtontrust.com

         

        Computershare Trust Company, N.A.

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2022-L8

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         





 



		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, VRR Interest 



 


In
accordance with Section 3.33 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


[INCLUDE
FOR ANY RISK RETENTION CONSULTATION PARTY OTHER THAN THE INITIAL RISK RETENTION CONSULTATION PARTY: 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 Pooling and Servicing Agreement to each of the


 






    Exhibit P-1H-1


     


    

 


addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.]


 


[2][3]. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


		[RISK
RETENTION CONSULTATION PARTY]



 





	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
_______ 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1H-2


     


    

EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Computershare
Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2022-L8


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
April 1, 2022 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.           has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.           has
access to the Depositor’s 17g-5 website; and


 


c.           agrees
that the confidentiality agreement attached as Annex A hereto shall be 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 17g-5 Information
Provider’s Website.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-2-1


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Morgan Stanley Capital
I Inc. (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Morgan Stanley Capital
I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc., as Depositor (the “Depositor”), Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, and Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer and Wilmington Trust, National Association, as Trustee, Computershare
Trust Company, N.A., as Certificate Administrator and Custodian, 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 Computershare Trust Company, N.A., as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the [section
of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined
in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided by the specific
Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the
terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including
the status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without
any obligation to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


-
disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives,
agents and advisors (each, a “NRSRO Representative”) who, in the


 






    Exhibit P-2-2


     


    

 


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.


 






    Exhibit P-2-3


     


    

 





Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


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:


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036 


Attention:
Jane Lam


 




    Exhibit P-2-4


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Computershare
Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2022-L8


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
April 1, 2022 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Asset Reviewers, LLC, BlackRock Financial Management,
                                         Inc., Trepp, LLC, Bloomberg, L.P., Thomson Reuters Corporation, CMBS.com, Inc., Intex
                                         Solutions, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT or DealView
                                         Technologies Ltd., or such other market data provider chosen by the Depositor that has
                                         been given access to the Statements to Certificateholders, CREFC® Reports
                                         and supplemental notices on www.ctslink.com (“CTSLink”) by
                                         request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 






    Exhibit P-3-1


     


    

 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    

EXHIBIT
Q-1


 


INITIAL
CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction, the undersigned, as Custodian, hereby
certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(b) or (c), as applicable, of the Pooling and Servicing Agreement, reviewed the documents delivered
to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (A) subject to the final proviso
of the definition of “Mortgage File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling
and Servicing Agreement, all documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition of “Mortgage File” are in its possession, (B) the documents listed in
clause (A) have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate
to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage
File”.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 


		COMPUTERSHARE
TRUST COMPANY, N.A., 

as Custodian



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Q-1-1


     


    

EXCEPTIONS


 


[_____]


 




    Exhibit Q-1-2


     


    

 


 SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036 


Attention: 
Jane Lam


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Email:
NoticeAdmin@midlandls.com


 


LNR
Partners, LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


LNR
Securities Holdings, LLC


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett and Job Warshaw 


 


with
a copy to:


 


Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Wilmington
Trust, National Association 


1100
North Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee – MSC 2022-L8 


With
a copy by email to: cmbstrustee@wilmingtontrust.com


 


Computershare
Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2022-L8

With a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 






    Exhibit Q-1-3


     


    

 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2022-L8-Surveillance Manager

(with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)


 




    Exhibit Q-1-4


     


    

EXHIBIT
Q-2


 


FINAL
CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction, the undersigned, as Custodian, hereby
certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(b) or (c), as applicable, of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (A) subject to the final proviso of
the definition of “Mortgage File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling and
Servicing Agreement, all documents specified in clauses (i), (ii), (iv), (v), (vi), (vii),
(viii), (x) and (xii) of the definition of “Mortgage File” required to be included in the Mortgage
File (to the extent required to be delivered pursuant to the Pooling and Servicing Agreement), and with respect to all documents
specified in the other clauses of the definition of “Mortgage File” to the extent known by a Responsible Officer of
the Custodian (on the Trustee’s behalf) to be required pursuant to the Pooling and Servicing Agreement, are in its possession,
(B) the documents listed in clause (A) have been reviewed by the Custodian and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan, (C) based on such examination and only as to the Mortgage Note and Mortgage,
the related Mortgage Rate and stated maturity date, the street address (excluding zip code) of the Mortgaged Property set forth
in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the information contained in the documents in
the Mortgage File, and (D) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage
File”.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 






    Exhibit Q-2-1


     


    

 


		COMPUTERSHARE
TRUST COMPANY, N.A., 

as Custodian



 





	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit Q-2-2


     


    

 


EXCEPTIONS


 


[_____]


 




    Exhibit Q-2-3


     


    

SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036 


Attention: 
Jane Lam


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Email:
NoticeAdmin@midlandls.com


 


LNR
Partners, LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


LNR
Securities Holdings, LLC 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett and Job Warshaw


 


with
a copy to:


 


Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Wilmington
Trust, National Association 


1100
North Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee – MSC 2022-L8 


With
a copy by email to: cmbstrustee@wilmingtontrust.com


 


Computershare
Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2022-L8

With a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 






    Exhibit Q-2-4


     


    

 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2022-L8-Surveillance Manager

(with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)


 




    Exhibit Q-2-5


     


    

EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President-Division Head 


Facsimile:
(888) 706-3565 


Email:
NoticeAdmin@midlandls.com 





 





 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of April 1, 2022
(the “Agreement”), by and among Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer, Computershare Trust Company, N.A., as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties (“Mortgaged
Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the
documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted
under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.         The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.         The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors


 






    Exhibit R-1-1


     


    

 


discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.         The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.         The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.         The completion of loan assumption agreements.


 


6.         The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.         The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage
Loan secured and evidenced thereby.


 


8.         The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.         The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 






    Exhibit R-1-2


     


    

 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.          With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.          The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.


 


12.          The execution and delivery of the following:


 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to
be secured by the ownership interests in a



 






    Exhibit R-1-3


     


    

 


borrower, consents to and monitoring of the application of any proceeds of insurance
policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise, documents relating to the management,
operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by
any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement
of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to the holder of
any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements
or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use
or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of any collateral that now
secures or hereafter may secure any Mortgage Loan and any other consents.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein or in the Agreement. If the Master Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, solely in its capacity as Trustee, then the Master Servicer shall promptly
forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the Master Servicer under the Agreement or
to allow the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by
the Agreement.


 






    Exhibit R-1-4


     


    

 


The
Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse,
of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I Trust 2022-L8 has caused its
corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 


		WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Capital I Trust 2022-L8



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	Prepared
by:
	 	 	 
	 	 	Name:





 


Witness:


 





 






 


Witness:


 





 







 






    Exhibit R-1-5


     


    

 





	STATE
OF DELAWARE	)
	 	)  ss.:
	COUNTY
OF	)





 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My
commission expires:	 
	 	 




 




    Exhibit R-1-6


     


    







 





EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


LNR
Partners, LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Leticia Alvarez

Facsimile number: (305) 695-5601

With a copy by email to: lnr.cmbs.notices@lnrproperty.com


 


LNR
Securities Holdings, LLC 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Leticia Alvarez


 


with
a copy to:


 


Email:
lnr.cmbs.notices@lnrproperty.com


 








 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of April 1, 2022 (the
“Agreement”) by and among Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer (the “Special Servicer”),
Computershare Trust Company, N.A., as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, relating to the Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through
Certificates, Series 2022-L8, hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s
officers and authorized employees, as the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place
and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with respect to the
Mortgage Loans and REO Properties; provided, however, that the documents


 






    Exhibit R-2-1


     


    

 


described below may only be executed and
delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein
and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged
                                         property (a “Mortgaged Property”) to be acquired as REO Property,
                                         or conveyance of title to any REO Property.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note and other loan
                                         documents, in connection with the sale or repurchase of the Mortgage Loan secured and
                                         evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note and other loan documents.



 


		9.	The
full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and in the
proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any related litigation,
including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination, cancellation
or rescission of any



 






    Exhibit R-2-2


     


    

 


such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 






    Exhibit R-2-3


     


    

 


 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



 






    Exhibit R-2-4


     


    

 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, solely in its capacity as Trustee, then the Special Servicer shall promptly
forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or
to allow the Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by
the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse,
of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 




    Exhibit R-2-5


     


    

 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I Trust 2022-L8, has caused its
corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 





	 	Wilmington
                    Trust, National Association, 

                    as
                    Trustee for Morgan Stanley Capital I Trust 2022-L8

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Witness:


 





 






 


Witness:


 





 






 




    Exhibit R-2-6


     


    

 





	STATE
OF DELAWARE	)
	 	)  ss.:
	COUNTY
OF	)





 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct. 


Witness
my hand and official seal.


 





	Notary
signature	 



 




    Exhibit R-2-7


     


    


 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS OF SERVICED COMPANION LOANS


 


	Loan	Companion
    Holder
	Constitution
    Center	Note
                                         A-1, Note A-2, Note A-3, Note A-4, Note A-6, Note A-7 and Note A-8

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS:

         

        Morgan
Stanley Bank, N.A.

        1585
Broadway

        New
York, New York 10036

        Attention:
        Jane Lam

         

        with
        a copy to:

         

        Morgan
Stanley Bank, N.A.

        1633
Broadway, 29th Floor

        New
York, New York 10019

        Attention:
        Legal Compliance Division

         

        and
        a copy by e-mail to:

         

        cmbs_notices@morganstanley.com

         

        Note
        B-1

         

        Sun
        Life Assurance Company of Canada

         

        NOTICE
        ADDRESS:

         

        Sun
Life Assurance Company of Canada

        c/o
Sun Life Assurance Company of Canada,

        Private
Fixed Income

        1
York Street, Suite 3200

        Toronto,
Ontario M5J 0B6, Canada

        Attn:
        Private Fixed Income

         

        Note
        B-2

         

        Sun
        Life Insurance (Canada) Limited

         





 



    Exhibit S-1


     


    

 


	 	        NOTICE
        ADDRESS:

         

        Sun
Life Insurance (Canada) Limited

        c/o
Sun Life Assurance Company of Canada,

        Private
Fixed Income

        1
York Street, Suite 3200

        Toronto,
Ontario M5J 0B6, Canada

        Attn:
        Private Fixed Income

         

        Note
        B-3

         

        Sun
        Life Hong Kong Limited

         

        NOTICE
        ADDRESS:

         

        Sun
Life Hong Kong Limited

        c/o
Sun Life Assurance Company of Canada,

        Private
Fixed Income

        1
York Street, Suite 3200

        Toronto,
Ontario M5J 0B6, Canada

        Attn:
        Private Fixed Income

         

	ExchangeRight
    Net Leased Portfolio #54	Note
                                         A-1-B and Note A-2

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS:

         

        Morgan
Stanley Bank, N.A.

        1585
Broadway

        New
York, New York 10036

        Attention:
        Jane Lam

         

        with
        a copy to:

         

        Morgan
Stanley Bank, N.A.

        1633
Broadway, 29th Floor

        New
York, New York 10019

        Attention:
        Legal Compliance Division

         

        and
        a copy by e-mail to:

         

        cmbs_notices@morganstanley.com




 



    Exhibit S-2


     


    

 


	Rose
    Castle Apartments	Note
                                         A-1

         

        Starwood
        Mortgage Capital LLC

         

        NOTICE
        ADDRESS:

         

        Starwood
Mortgage Capital LLC

        2340
Collins Avenue, Suite 700

        Miami
Beach, Florida 33139

        Attention:
        Ms. Leslie K. Fairbanks

         

        Note
        A-2, Note A-4, Note A-6, Note A-8 and Note A-10

         

        Bank
        of Montreal

         

        NOTICE
        ADDRESS:

         

        Bank
of Montreal

        c/o
BMO Capital Markets Corp.

        151
West 42nd Street

        New
York, New York 10036

        Attention:
Michael Birajiclian and David Schell

        Email:
        Michael.Birajiclian@bmo.com and David.Schell@bmo.com

         

        with
        a copy to:

         

        Bank
of Montreal

        c/o
BMO Capital Markets Corp.

        151
West 42nd Street

        New
York, New York 10036

        Attention:
Legal Department

        Email:
BMOCMUSLegal@bmo.com

	Visions
    Hotel Portfolio III	Note
                                         A-2

         

        Starwood
        Mortgage Capital LLC

         

        NOTICE
        ADDRESS:

         

        Starwood
Mortgage Capital LLC

        2340
Collins Avenue, Suite 700

        Miami
Beach, Florida 33139

        Attention:
        Ms. Leslie K. Fairbanks

         





 



    Exhibit S-3


     


    

 


	 	        with
        a copy to:

         

        Wells
Fargo Commercial Mortgage Services, Inc.

        Duke
Energy Center

        550
South Tryon St., 12th Floor

        MAC
D1086-120

        Charlotte,
North Carolina 28202

        Attention:
Asset Manager – Starwood Mortgage Capital

	Pacific
    Castle Portfolio	Note
                                         A-1, Note A-3 and Note A-4

         

        SPREF
        WH IV LLC

         

        NOTICE
        ADDRESS:

         

        SPREF
WH IV LLC

        31
West 27th Street, 12th Floor

        New
York, New York 10001

        Attention:
        Michael Schulte

         

        with
        a copy to:

         

        Dechert
LLP

        300
South Tryon Street, Suite 800

        Charlotte,
North Carolina 28202

        Attention:
Stewart McQueen






 



    Exhibit S-4


     


    

 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]


 


[With
respect to the 601 Lexington Avenue Whole Loan


 


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


 


[With
respect to the 26 Broadway Whole Loan


 


KeyBank
National Association


11501
Outlook Street, Suite 300


Overland
Park, Kansas 66211


Attention:
Michael A. Tilden


Email:
michael_a_tilden@keybank.com


 


with
copies to:


 


Polsinelli


900
West 48th Place, Suite 900


Kansas
City, Missouri 64112


Attention:
Kraig Kohring


Email:
kkohring@polsinelli.com]


 






    Exhibit T-1


     


    

 


[With
respect to the Midtown Square Whole Loan


 


Wells
Fargo Bank, National Association


Commercial
Mortgage Servicing


MAC
D1086-23A


550
South Tryon Street, 23rd Floor


Charlotte,
North Carolina 28202


Attention:
BANK 2022-BNK40 Asset Manager


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


Facsimile
Number: (704) 353-3190


Email:
stacy.ackermann@klgates.com]


 


[With
respect to the Coleman Highline Phase IV Whole Loan


 


KeyBank
National Association


11501
Outlook Street, Suite 300


Overland
Park, Kansas 66211


Attention:
Michael A. Tilden


Email:
michael_a_tilden@keybank.com


Fax:
877-379-1625


 


with
copies to:


 


Polsinelli


900
West 48th Place, Suite 900


Kansas
City, Missouri 64112


Attention:
Kraig Kohring


Email:
kkohring@polsinelli.com]


 


[With
respect to the ILPT Logistics Portfolio Whole Loan


 


Berkadia
Commercial Mortgage LLC


323
Norristown Road, Suite 300


Ambler,
Pennsylvania 19002


Attention:
Executive Vice President – Servicing


Fax
Number: (215) 328-3478


 



    Exhibit T-2


     


    

 


with
a copy to:


 


Berkadia
Commercial Mortgage LLC


323
Norristown Road, Suite 300


Ambler,
Pennsylvania 19002


Attention:
General Counsel


 


with
copies sent contemporaneously via e-mail to:


mark.mccool@berkadia.com
and Legalnotices@berkadia.com]


 


[With
respect to the Bedrock Portfolio Whole Loan


 


Midland
Loan Services, a Division of PNC Bank, National Association,


10851
Mastin Street


Building
82, Suite 300


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Fax
number: 1-888-706-3565


Email:
NoticeAdmin@midlandls.com


 


with
a copy to:


 


Stinson
LLP


1201
Walnut Street


Suite
2900


Kansas
City, Missouri 64106-2150


 


Attention:
Kenda K. Tomes


Email:
kenda.tomes@stinson.com]


 


[With
respect to the NYC MFRT Portfolio Whole Loan


 


KeyBank
National Association


11501
Outlook Street, Suite 300


Overland
Park, Kansas 66211


Attention:
Michael A. Tilden


Email:
michael_a_tilden@keybank.com


Fax:
877-379-1625


 


with
copies to:


 


Polsinelli


900
West 48th Place, Suite 900


Kansas
City, Missouri 64112


Attention:
Kraig Kohring


Email:
kkohring@polsinelli.com


 






    Exhibit T-3


     


    

 


[With
respect to the Rose Castle Apartments Whole Loan: [address of the related Non-Serviced Master Servicer]


 


[With
respect to the Pacific Castle Portfolio Whole Loan: [address of the related Non-Serviced Master Servicer]]


 


VIA
[FACSIMILE][EMAIL]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, and the [Rose Castle Apartments Whole Loan] [601 Lexington Avenue Whole Loan]
                                         [26 Broadway Whole Loan] [Midtown Square Whole Loan] [Coleman Highline Phase IV Whole
                                         Loan] [ILPT Logistics Portfolio Whole Loan] [Bedrock Portfolio Whole Loan Whole Loan]
                                         [Pacific Castle Portfolio Whole Loan] [NYC MFRT Portfolio Whole Loan] (the subject “Whole
                                         Loan”)



 


Dear
[__________]:


 


The
Certificate Administrator, on behalf of Morgan Stanley Capital I Trust 2022-L8 as holder of one or more promissory notes related
to the subject Whole Loan (collectively, the related “Mortgage Loan”), hereby directs you, as the master servicer
(the “Non-Serviced Master Servicer”) for the subject Whole Loan, as follows:


 


The
Non-Serviced Master Servicer shall remit to Midland Loan Services, a Division of PNC Bank, National Association, as the master
servicer with respect to the Morgan Stanley Capital I Trust 2022-L8 (the “Master Servicer”) all amounts payable
to, and forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents,
communications, and other information that are to be forwarded, delivered or otherwise made available to, the holder of the related
Mortgage Loan.


 


The
related Mortgage Loan [is][is not] a “significant obligor” (within the meaning (g) of Item 1101(k) of Regulation AB)
with respect to the Morgan Stanley Capital I Trust 2022-L8.


 


Attached
hereto is a copy of the Pooling and Servicing Agreement with respect to the Morgan Stanley Capital I Trust 2022-L8.


 


Thank
you for your attention to this matter.


 




    Exhibit T-4


     


    

 


Date: _________________________


 


	 	Computershare Trust Company, N.A., as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8
	 	 
		By:	 
	 	 	[Name]
	 	 	[Title]



 




    Exhibit T-5


     


    

 


EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Kroll
                                         Bond Rating Agency, LLC





805
Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Fitch
Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: CMBS_Info_17g5@spglobal.com


 


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer under the Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling
                                         and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2022-L8,
                                         Commercial Mortgage Pass-Through Certificates, Series 2022-L8.



 


		Date:	_________,
                                         20___



 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                                ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 






    Exhibit U-1


     


    

 


As
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a) Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of
the type checked below:


 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b) Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


 


(i)          The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)         The defeasance was consummated on __________, 20__.


 


(iii)        The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)        The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)         The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions
in its organizational documents substantially similar to those contained in the organization documents of the original Borrower
with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets
other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)        The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 






    Exhibit U-2


     


    

 


(vii)       The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)      The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by
the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the
date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal
year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year.


 


(ix)        The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)         The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 






    Exhibit U-3


     


    

 


(c)         Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
      Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did
constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)   
     Agree to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


		[____________]
	 	 	 
	 	By:	                      
	 	 	Name:
	 	 	Title:



  




    Exhibit U-5


     


    

 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”).


 


Transaction:
Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8


 


Operating
Advisor: Park Bridge Lender Services LLC


 


Special
Servicer: LNR Partners, LLC


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of a Final Asset Status Report.



 


		b.	Final
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet
                                         be implemented.



 


		2.	[●]
                                         non-Specially Serviced Loans were the subject of a Major Decision as to which the operating
                                         advisor has consultation rights pursuant to the PSA.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s reported actions on the loans identified in this report.
Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the
prior calendar year. [The Operating Advisor


 


 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 



    Exhibit V-1


     


    

 


believes, in its sole discretion exercised in good faith, that the Special Servicer
has failed to materially comply with the Servicing Standard as a result of the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List
                                         of Items that Were Considered in Compiling this Report 



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Packages received from the Special Servicer.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that are relevant to the operating advisor’s obligations
                                         under the PSA and certain information it has reasonably requested from the special servicer
                                         and each [INSERT IF PRIOR TO A CONTROL TERMINATION EVENT: Final] Asset Status Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations, and non-discretionary
                                         portions of net present value calculations.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER A CONTROL TERMINATION EVENT:] Consulted with the Special Servicer as provided
                                         under the Pooling and Servicing Agreement with respect to Major Decisions.



 


		6.	[INSERT
                                         IF AFTER A CONTROL TERMINATION EVENT:] During the prior year, the Operating Advisor consulted
                                         with the Special Servicer regarding its strategy plan for a limited number of issues
                                         related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated
                                         in discussions and made strategic observations and recommended alternative courses of
                                         action to the extent it deemed such observations and recommendations appropriate. 



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review underlying lease agreements or similar underlying
documents, re-engineer the quantitative aspects of their net present value calculation, visit any related property, visit the
Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present
value calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such,
does not


 



    Exhibit V-2


     


    

 


take into account the reasonableness of the discretionary portions of such formulas. In the course of such review, the
following calculations of the special servicer were initially disputed by the Operating Advisor and [DISCUSS RESOLUTION].


 


		IV.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report
                                         



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Except
                                         as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
                                         the Operating Advisor did not participate in, or have access to, the Special Servicer’s
                                         and Directing Certificateholder’s discussion(s) regarding any Specially Serviced
                                         Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder
                                         or borrower directly. As such, the Operating Advisor relied upon the information delivered
                                         to it by the Special Servicer as well as its interaction with the Special Servicer, if
                                         any, in gathering the relevant information to generate this report. The services that
                                         we perform are not designed and cannot be relied upon to detect fraud or illegal acts
                                         should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s Website.



 


		7.	This
report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account
market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described
above. The Operating Advisor does not have a fiduciary relationship with any



 






    Exhibit V-3


     


    

 


Certificateholder
or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the
Operating Advisor and any Certificateholder, party or individual.


 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 





	 	Park
    Bridge Lender Services LLC, as Operating
    Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
    liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  




    Exhibit V-4


     


    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington
Trust, National Association,


as
Trustee


1100
North Market Street


Wilmington,
Delaware 19890


Attention:
CMBS Trustee – MSC 2022-L8


With
a copy by email to:


cmbstrustee@wilmingtontrust.com


 


Computershare
Trust Company, N.A.,


as
Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services – MSC 2022-L8

With a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


[LNR
Partners, LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-L8, 

                                         Recommendation of Replacement of Special Servicer 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, on behalf of the holders
of Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 



    Exhibit W-1


     


    

 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [NAME OF SPECIAL SERVICER], in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that [NAME OF SPECIAL SERVICER] be removed as Special Servicer and that [________]
be appointed its successor in such capacity.


 





	 	Very truly yours,
	 	 	 
	 	[The
    Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 




    Exhibit W-2


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


Midland
Loan Services, a Division of PNC Bank, National Association


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President-Division Head


Facsimile:
(888) 706-3565


Email:
NoticeAdmin@midlandls.com


 


LNR
Partners, LLC


2340
Collins Avenue, Suite 700


Miami
Beach, Florida 33139


Attention:
Heather Bennett and Job Warshaw


Facsimile
number: (305) 695-5601


With
a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


		Re:	Access
                                         to Certain Information Regarding Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage
                                         Pass-Through Certificates, Series 2022-L8



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction. Defined terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”)/LNR Partners, LLC (“LNR”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information
for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the
“Permitted Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure
of the Confidential Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement
or the related mortgage loan documents.


 


[Midland/LNR]
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to [Midland/LNR] by third parties, (b) may not have
been verified by [Midland/LNR], and (c) may be incomplete or contain


 



    Exhibit X-1


     


    

 


[_____] [__], 20[__] 

Page 2


 


inaccuracies. The Company agrees that [Midland/LNR],
the [“Master Servicer”/“Special Servicer”] (as defined in the Pooling and Servicing Agreement)
and its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information,
or (z) [Midland/LNR]’s failure or inability to provide the Confidential Information to the Company for any reason.
Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes of
this letter agreement: (a) information that was already in Company’s possession prior to its receipt from [Midland/LNR];
(b) information that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from
transmitting the information to Company by a contractual, legal or fiduciary obligation to [Midland/LNR]; (c) information
that is or becomes publicly available through no fault of Company; and (d) information that is independently developed by
Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Midland/LNR]’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/LNR]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Midland/LNR] may cease or defer providing the Company
with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) [Midland/LNR]
determines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action
is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable
law. [Midland/LNR] shall cease to provide the Company with Confidential Information if [Midland/LNR] has actual knowledge that
the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland/LNR] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to
the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential
Information. [Midland/LNR]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to
keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement by it or its
Representatives and shall


 



    Exhibit X-2


     


    

 


[_____]
[__], 20[__] 

Page 3


 


 indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust for
any loss, liability or expense incurred thereby with respect to any such breach by the Company or any of its Representatives.
Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such
Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar
in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Midland/LNR] intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Midland/LNR]’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very truly yours,
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:]



 


	 	[LNR PARTNERS, LLC
	 	 	 
	 	By:	               
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:]	 


 


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]


 





	By:	 	 
	 	Name:	 
	 	Title:	 



  




    Exhibit X-4


     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of Morgan Stanley Capital
                                         I Trust 2022-L8 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statement(s) required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicer(s) have fulfilled their obligations under the servicing agreement(s) in
                                         all material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, Computershare Trust Company, N.A., as Certificate Administrator and Custodian, and Park
Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer; and


 


(B)
[List other applicable reporting servicers]


 



    Exhibit Y-1


     


    

 


	Date:	 	 



 


Morgan
Stanley Capital I Inc.


 


	By:	 	 
	 	Jane Lam, President	 
	 	(Senior officer in charge of the securitization
    of the depositor)	 



  




    Exhibit Y-2


     


    

 


EXHIBIT
Z-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


MORGAN
STANLEY CAPITAL I TRUST 2022-L8


 


(the
“Trust”)


 


The
undersigned, __________, a __________ of COMPUTERSHARE TRUST COMPANY, N.A., on behalf of COMPUTERSHARE TRUST COMPANY, N.A., as
Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling and
Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”), relating to Morgan
Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that they will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in
                                         respect of periods included in the year covered by the Annual Report (collectively with
                                         the Annual Report, the “Reports”), of the Trust and any securitization
                                         trust formed pursuant to an Other Pooling and Servicing Agreement;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations
                                         in all material respects under the Pooling and Servicing Agreement; and



 






    Exhibit Z-1-1


     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
                                         15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Depositor and any Other Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	Computershare
    Trust Company, N.A.
	 	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-1-2


     


    

 


Exhibit
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


MORGAN
STANLEY CAPITAL I TRUST 2022-L8


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Master Servicer under that certain Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing
Agreement”), relating to Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
2022-L8, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan
Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the
                                         Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have
                                         been submitted by the Master Servicer to the Certificate Administrator for inclusion
                                         in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and
                                         Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation
                                         AB with respect to the Master Servicer, and except as disclosed in the compliance certificate
                                         delivered by the Master Servicer under Section 11.09 of the Pooling and Servicing
                                         Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing
                                         Agreement in all material respects during the Relevant Period;



 






    Exhibit Z-2-1


     


    

 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Relevant Period have been provided all information relating to the Master Servicer’s
                                         assessment of compliance with the Relevant Servicing Criteria in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the
                                         Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator, the Depositor and each Other Depositor for disclosure
                                         in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that
is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with
respect to the completeness of information and reports, I do not certify anything other than that all fields of information called
for in written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank
on their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	         
	 	 	 	Name:
	 	 	 	Title:


  




    Exhibit Z-2-2


     


    

 


Exhibit
Z-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Morgan
Stanley Capital I Trust 2022-L8


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of LNR PARTNERS, LLC (the “Special Servicer”) as
Special Servicer under that certain Pooling and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing
Agreement”), relating to Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
2022-L8, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         have been submitted by the Special Servicer to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Special Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and
                                         Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
                                         AB with respect to the Special Servicer, and except as disclosed in the compliance certificate
                                         delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing
                                         Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing
                                         Agreement in all material respects during the Relevant Period;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Special Servicer with respect
                                         to the Relevant Period have been provided all information relating to the Special Servicer
                                         assessment of compliance with the Relevant Servicing Criteria, in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 






    Exhibit Z-3-1


     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the
                                         Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator, the Depositor and any Other Depositor for disclosure
                                         in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	LNR
PARTNERS, LLC
	 	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-3-2


     


    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


MORGAN
STANLEY CAPITAL I TRUST 2022-L8


 


(the
“Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of April 1, 2022 (the
“Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage
Pass-Through Certificates, Series 2022-L8, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the period ending
[December 31, 20__] in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
provided to the Depositor, the Certificate Administrator and any Other Depositor for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator, the Depositor
and any Other Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-4-1


     


    

 


Exhibit
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


Morgan
Stanley Capital I Trust 2022-L8


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services
LLC (the “Operating Advisor”) as Operating Advisor under that certain Pooling and Servicing Agreement
dated as of April 1, 2022 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust
2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
                                         have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Relevant Period have been provided all information relating to the Operating Advisor’s
                                         assessment of compliance with the Relevant Servicing Criteria, in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 






    Exhibit Z-5-1


     


    

 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the [Depositor,
                                         the Certificate Administrator and any Other Depositor for inclusion as an exhibit to
                                         such Form 10-K. Any material instances of noncompliance described in such reports
                                         have been provided to the Certificate Administrator, the Depositor and any Other Depositor
                                         for disclosure in such annual report on Form 10-K.]



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park
    Bridge Lender Services LLC, as Operating
    Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
    liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


MORGAN
STANLEY CAPITAL I TRUST 2022-L8


 


(the
“Trust”)


 


The
undersigned, __________, a __________ of COMPUTERSHARE TRUST COMPANY, N.A., on behalf of COMPUTERSHARE TRUST COMPANY, N.A., as
Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of April 1, 2022
(the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage
Pass-Through Certificates, Series 2022-L8, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
period ending [December 31, 20__] in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
has been provided to the Depositor, the Certificate Administrator and any Other Depositor for inclusion as an exhibit to such
Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator,
the Depositor and any Other Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	COMPUTERSHARE
TRUST COMPANY, N.A.
	 	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-6-1


     


    

 


Exhibit
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


MORGAN
STANLEY CAPITAL I TRUST 2022-L8


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services
LLC (the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of April 1, 2022 (the “Pooling and Servicing Agreement”), relating to Morgan
Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Asset Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




    Exhibit Z-7-1


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park
    Bridge Lender Services LLC, as Asset Representations
    Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
    liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Z-7-2


     


    

 


EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by a Master 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.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

        Special
        Servicer

        Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    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.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1



 






    Exhibit AA-1


     


    

 


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer



 





 



 


1
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during
the applicable calendar year.


 






    Exhibit AA-2


     


    

 


	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 




    Exhibit AA-3


     


    


 


EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (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 and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2022-L8 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (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.


 


	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 Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

        

        ●     Item
        1121(d) of Regulation AB

        

        ●     Item
        1121(e) of Regulation AB

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        ●     Asset
        Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)

         

	
        Item 2: Legal Proceedings:

         

        ●     Item
1117 of Regulation AB (it being acknowledged that such Item 1117 
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

        

        



 



    Exhibit BB-1


     


    

 


	 requires disclosure only of proceedings described therein that
        are material to security holders)
	●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

        

	Item 3: Sale of Securities and Use of Proceeds 

                                                                                 
	
    ●     Depositor

	Item 4: Defaults Upon Senior Securities

                                                                                 
	
    ●     Certificate Administrator

	Item 5: Submission of Matters to a Vote of Security Holders

                                                                                 
	
    ●     Certificate Administrator

	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO

        

        	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         




 



    Exhibit BB-2


     


    

 


	Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D that
        relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	
    ●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)

	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	
    ●     Depositor

	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

        

        ●     Master
        Servicer (with respect to the balance of the Collection Account as of the related

        



 



    Exhibit BB-3


     


    

 


	 	



        Distribution Date and the preceding Distribution
        Date)

        

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

        

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	
    ●     Depositor

	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

        

        ●     Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

        

	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	
    ●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party

        	
    ●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.




 



    Exhibit BB-4


     


    

 


	Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

        
	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	
    ●     Depositor

	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	
    ●     Certificate Administrator 

	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	
    ●     Not Applicable.

	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	
    ●     Not Applicable.

	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	
    ●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, 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.



 


    Exhibit BB-5


     


    
 

EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (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 and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2022-L8 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (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.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	
    ●     Depositor

	
        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”

        
	
    ●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 




 



    Exhibit CC-1


     


    

 


	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ●     The
        applicable Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	
    ●     The Depositor

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant

        

        	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         




 



    Exhibit CC-2


     


    

 


	to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	
    ●     Depositor

	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Asset
        Representations Reviewer (as to itself)

         

        ●     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        



 



    Exhibit CC-3


     


    

 


	 	●     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 or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2022-L8 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable

         

        	
        ●     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        

        ●     Special
        Servicer

        

        ●     Certificate
        Administrator

        

        ●     Operating
        Advisor

        

        ●     Asset
        Representations Reviewer

        

        ●     Trustee
        (as to itself) (only as to affiliations under Item 1119(a) with the Master Servicer, Certificate Administrator, each 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 as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

        

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
        is due.

        

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that

        

        



 



    Exhibit CC-4


     


    

 


	Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2022-L8 transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need
        not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for
        purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         
	such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

         

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        	
        ●     The
        Depositor

        

        ●     Each
        Mortgage Loan Seller

         




 



    Exhibit CC-5


     


    

 


	and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2022-L8 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] 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

        

        	 



 



    Exhibit CC-6


     


    

 


	Certificates and (C) need
        not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	
    ●     Depositor

	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	
    ●     Depositor

	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

        

        ●     Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

        

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	
    ●     Certificate Administrator, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable




 



    Exhibit CC-7


     


    

 


	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

        
	
    ●     Not Applicable.

	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable

	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable.

	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	
    ●     Not Applicable

	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
        Item 601 of Regulation S-K)

        
	
    ●     Not Applicable.

	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

        
	
    ●     Depositor.

	
        Item 15: Exhibits (no. 22):

         

        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 11.13 of this Pooling and Servicing Agreement.

        
	
    ●     Depositor




 



    Exhibit CC-8


     


    

 


	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling
        and Servicing Agreement.

         
	
        ●     Master
        Servicer

        

        ●     Special
        Servicer

        

        ●     Depositor

        

        ●     Any
        other Servicing Function Participant

         

        provided, however, in each case, that such
        party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such
        party is required to deliver or cause the delivery of the related attestation report.

        

	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	
    ●     Certificate Administrator 

	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of
        Item 601 of Regulation S-K).

        
	
    ●     Not Applicable

	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

        
	
    ●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.

	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

        
	
    ●     Not Applicable.

	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for
        asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

        
	
    ●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.

	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

        
	
    ●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.




 



    Exhibit CC-9


     


    

 


	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
        Regulation S-K).

        
	
    ●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.

	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).

        
	
    ●     Depositor

	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	
    ●     Not Applicable.

	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	
    ●     Not Applicable.

	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	
    ●     Certificate Administrator and Depositor, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer, the Trustee or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).

	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable


 


    Exhibit CC-10


     


    
 

EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (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 and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2022-L8 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (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.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).
        

         

        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
        8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
        securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or
        definitive agreement

        



 



    Exhibit DD-1


     


    

 


	 	that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust
        or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive
        agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor
        or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that
        the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and
        Servicing Agreement.

        

	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	
    ●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	
    ●     Depositor, to the extent of any material agreement not covered in the prior item

	Item 1.03: Bankruptcy or Receivership	
    ●     Depositor

	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        

        ●     Certificate
        Administrator

        




 



    Exhibit DD-2


     


    

 


	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 Master Servicer or Special Servicer	
        ●     Certificate
        Administrator

        

        ●     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

        

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
        Servicer (as to a party appointed by the Master Servicer)

        

        ●     Special
        Servicer

        

        ●     Certificate
        Administrator

        

        ●     Depositor

        

	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor

        

        ●     Certificate
        Administrator

        

	Item 6.04: Failure to Make a Required Distribution	
    ●     Certificate Administrator

	Item 6.05: Securities Act Updating Disclosure	
    ●     Depositor

	Item 7.01: Regulation FD Disclosure	
    ●     Depositor

	Item 8.01: Other Events	
    ●     Depositor

	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)

        
	
    ●     Not applicable

	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	
    ●     Depositor

	
        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

        	
        ●     Certificate
        Administrator

         

        provided, in each case, that this shall in no

        



 



    Exhibit DD-3


     


    

 


	rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

        
	event
be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable

	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	
    ●     Not Applicable

	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	
    ●     Not Applicable

	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item
        601 of Regulation S-K)

        
	
    ●     Not Applicable

	
        Item 9.01(d): Exhibits (no. 20):

         

        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

	
        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)

        

        	
    ●     Not Applicable.




 



    Exhibit DD-4


     


    

 


	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	
    ●     Not Applicable.



 


    Exhibit DD-5


     


    



 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 



**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO

 cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Computershare Trust Company, N.A., as Certificate
Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Corporate Trust Services (CMBS)



Morgan Stanley Capital I Inc., Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8—SEC
REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, 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 EE-1


     


    

EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


Bernard Financial Corporation


 




    Exhibit FF-1


     


    

EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


Wells Fargo Bank, National
Association


 


KeyBank National Association


 


Berkadia Commercial Mortgage
LLC


 


Bernard Financial Corporation


 




    Exhibit GG-1


     


    

EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [LNR Partners,
LLC, as Special Servicer] [Wilmington Trust, National Association, as Trustee] [Computershare Trust Company, N.A., as Certificate
Administrator and Custodian] (the “Certifying Servicer”), certify to Morgan Stanley Capital I Inc. and each
Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


	1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


	2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting
Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling
and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:		 



 


	
[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION, as master servicer]


[LNR
Partners, LLC, as special servicer]

[COMPUTERSHARE TRUST COMPANY, N.A., as certificate administrator and custodian]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee; provided, however, that the Trustee shall not be required to
deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it]

	 



 


	By:	 	 
		Name:

Title:	 



 




    Exhibit HH-1


     


    

EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


 







1 Describe any permissible exclusions, including those permitted under telephone interpretation
17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of
asset-backed securities that were not required to be issued), if applicable.


 



    Exhibit II-1


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 


	 	[Name
    of Reporting Servicer]
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:












 




    Exhibit II-2


     


    
 

EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:





Commercial Real Estate Finance Council, Inc.





28 West 44th Street, Suite 815





New York, NY 10036





Attn: Executive Director


 


or by wire transfer to:


 


[wiring instructions are on file with the Master Servicer]


 




    Exhibit JJ-1


     


    
 

EXHIBIT KK


 


Form
of Notice of ADDITIONAL 





INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Computershare Trust Company, N.A., as Certificate Administrator;
cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


Ref: MSC 2022-L8, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead


    Servicer	Prospectus


    ID
	1	MSC 2022-L8	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	MSC 2022-L8	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	MSC 2022-L8	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit KK-1


     


    
 

EXHIBIT
LL


 


[RESERVED]


 




    Exhibit LL-1


     


    
 

EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:





CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Computershare Trust Company, N.A., as Certificate Administrator





9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) MSC 2022-L8—SEC REPORT PROCESSING





Email: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”), relating
to Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8, the undersigned, as [    
], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of  

        MM/DD/YYYY

        
	
        Ending Balance as of 

        

        MM/DD/YYYY

        

	Collection Account	 	 
	REO Account	 	 


 


    Exhibit MM-1


     


    
 

List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                   ], phone number: [                   ]; email address: [                   ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:








 


cc: Depositor


 




    Exhibit MM-2


     


    

EXHIBIT NN


 


Form
of notice of purchase of controlling class certificate


 


[Date]


 


Computershare Trust Company, N.A.

            as Certificate Administrator





9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services MSC 2022-L8


 


Midland Loan Services, a Division of PNC Bank,
National Association





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President-Division Head





Facsimile: (888) 706-3565





Email: NoticeAdmin@midlandls.com


 


LNR Partners, LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Park Bridge Lender Services
LLC

 as Operating Advisor





600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2022-L8-Surveillance Manager

(with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)


 


		Re:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through
Certificates, Series 2022-L8 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates,
Series 2022-L8 



 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the
“Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 



    Exhibit NN-1


     


    

 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


Contact Info:
[Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.



 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:









 




    Exhibit NN-2


     


    

EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	We have performed an Asset Review on each [LOAN NAME] Loan identified in
accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test]
[evidence of [•] failed Test[s] as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the
[LOAN NAME] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a
failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of
a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 


 






1
This report is an indicative report, and the Asset Representations Reviewer will have
the ability to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling
and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 





    Exhibit OO-1


     


    


 


	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
      liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York  limited
    liability company, its sole member
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:





 


 




    Exhibit OO-2


     


    
 

Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    R&W #)	[Insert
    R&W Name]	 	[Insert
    Test Description]	[Insert
    Test findings]
	[Insert
    R&W #)	[Insert
    R&W Name]	 	 	 


 


    Exhibit OO-3


     


    
 

EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 


 




1
This report is an indicative report, and the Asset Representations Reviewer will have
the ability to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling
and Servicing Agreement, including without limitation, provisions relating to Privileged Information.



 




    Exhibit PP-1


     


    

 





	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
      liability company, its sole member
	 	 	 
	 	By:	Park Bridge Financial LLC, a New York  limited
    liability company, its sole member
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:


  




    Exhibit PP-2


     


    
 

Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	Test failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Representations


    and Warranty #	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	44	Lease
    Estoppels	 
	32	Due
    on Sale or Encumbrance	 


 


    Exhibit PP-3


     


    
 

EXHIBIT QQ


 


ASSET REVIEW PROCEDURES 


 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Delinquent Loan
based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of
the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s
responsibilities and duties with respect to Asset Reviews.


 


Call for Review and Collection and
Inventory of Review Materials


 


	Step 1	Asset Representations Reviewer (“ARR”) receives the following items before beginning its review from the parties
specified in Section 12.01 of the Pooling and Servicing Agreement:




 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	List of all Delinquent Loans subject to the Asset Review



 


		■	Review Materials for each Delinquent Loan via Secure Data Room access, including the Diligence
File



 


		■	Any Unsolicited Information (if applicable)



 


	Step 2	For each Delinquent Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine
what, if any, Review Materials for such Delinquent Loan are missing, using the list of documents in the definition of the Mortgage
File in this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
from the origination of such Delinquent Loan, to guide its review and determination




 



    Exhibit QQ-4


     


    

 


	Step 3	If ARR determines that the information made available to it in the Secure Data Room with respect to any Delinquent Loan is missing
any documents required to complete an Asset Review of such Delinquent Loan, ARR shall prepare a list of such missing documents
and notify Master Servicer (with respect to Non-Specially Serviced Loans) and Special Servicer (with respect to Specially Serviced
Loans) of such missing documents. If the Master Servicer or Special Servicer, as applicable, does not provide such document as
provided in the Pooling and Servicing Agreement, the ARR shall notify the related Mortgage Loan Seller of such missing information




 


Analysis and Testing of Representations
and Warranties


 


	Step 4	For each Delinquent Loan for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent
Loan, ARR tests such Delinquent Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller
with respect to such Delinquent Loan as follows:




 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and
warranty



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller, and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to
have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion



 


		○	completing the Asset Review Report by setting forth, for each Delinquent Loan, the information
contemplated herein with respect to each representation and warranty



 


ARR will not attempt (and has no obligation)
to determine the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review
as contemplated herein.


 




    Exhibit QQ-5


     


    

 


EXHIBIT RR


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Computershare Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2022-L8





Email: trustadministrationgroup@wellsfargo.com


 


	Attention:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series
2022-L8



 


In accordance with the requirements for
obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][a designee
of the Depositor, who by its signature below is requesting that the undersigned be granted access to the Secure Data Room].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted
to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will
not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed
to have recertified that the representations above remains true and correct.



 




    Exhibit RR-1


     


    
 

		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of
any Certificate.]*



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:





 


Dated: _______


 


[Morgan Stanley Capital I Inc.,





as Depositor]*


 


	By:	 	 
		[Name]

[Title]



 


 






*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.

 




    Exhibit RR-2


     


    

EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        Midland Loan Services, a Division of PNC Bank,
        National Association

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President-Division
        Head

        

        Facsimile: (888) 706-3565

        

        Email: NoticeAdmin@midlandls.com

         

        LNR Partners, LLC

        2340 Collins Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

        
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2022-L8-Surveillance Manager 

(with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)
	 	 


	Attention:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through
Certificates, Series 2022-L8



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, the Certificate Administrator hereby notifies you that as of
[RELATED DISTRIBUTION DATE]:


 


		1.	_____  An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____  A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 



    Exhibit SS-1


     


    

 








	 	 	 
	 	Computershare
                                         Trust Company, N.A., as Certificate Administrator for the Holders of the Morgan Stanley
                                         Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8
	 	 
	 	By:	 
			[Name]

                                         [Title]



 




    Exhibit SS-2


     


    
 

EXHIBIT
TT-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Morgan Stanley Capital I Inc.





1585 Broadway





New York, New York 10036





Attention: Jane Lam


 


	 	Re:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 (the “Certificates”)


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling
and Servicing Agreement”), and executed in connection with the issuance of the Certificates. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Depositor, that:


 


1.           The Transferor is
the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with
the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.            Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess
Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would
require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities
laws.


 




    Exhibit TT-1-1


     


    

 





	 	Very truly yours, 
	 	 
	 	By:	 
	 		Name:
	 	 	Title:





 




    Exhibit TT-1-2


     


    
 

EXHIBIT
TT-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Morgan Stanley Capital I Inc.





1585 Broadway





New York, New York 10036





Attention: Jane Lam


 


Midland Loan Services, a Division of PNC Bank,
National Association





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President-Division Head





Facsimile: (888) 706-3565





Email: NoticeAdmin@midlandls.com


 


	 	Re:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through Certificates, Series 2022-L8 (the “Certificates”)


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.           The Transferee is
acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.           The Transferee understands
that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified
under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not
be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any
applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification
and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit
TT-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate
from the prospective transferee substantially in the form attached as Exhibit TT-2 to the Pooling and Servicing Agreement.


 



    Exhibit TT-2-1


     


    

 


3.           The Transferee understands
that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the
provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.           Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.           The Transferee has
been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c)
the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the
Mortgage Loans, and (e) all related matters that it has requested.


 


6.           The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.           The Transferee agrees
(i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made
available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of
any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order
or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or
has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such
holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing
Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such
information confidential, not to use or disclose such information in any manner which could result in a violation of any provision
of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates


 






    Exhibit TT-2-2


     


    

 


pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’
auditors, legal counsel and regulators.


 


8.           The Transferee acknowledges
that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement except as
set forth in Section 3.11 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the
extent provided in the Pooling and Servicing Agreement.


 


	 	Very truly yours, 
	 	 
	 	By:	 
	 		Name:
	 	 	Title:








 


	
        cc:

         
	
        Midland Loan Services, a Division
        of PNC Bank, National Association

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President-Division
        Head

        

        Facsimile: (888) 706-3565

        

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson LLP

        

        1201 Walnut Street, Suite 2900

        

        Kansas City, Missouri 64106-2150

        

        Attn; Kenda K. Tomes

        

        Facsimile: (816) 412-9338

        

        Email: kenda.tomes@stinson.com

        

	 	 




    Exhibit TT-2-3


     


    

Exhibit
UU


 


[RESERVED]


 




    Exhibit UU-1


     


    
 

Exhibit
VV


 


FORM OF EXCHANGE LETTER


 


[Certificateholder’s letterhead]


 


[Date]


 


Computershare Trust Company, N.A.,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services (CMBS)





MSC 2022-L8

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


	Re:	Morgan Stanley Capital I Trust 2022-L8, Commercial Mortgage Pass-Through
Certificates, Series 2022-L8



 


In accordance with Section
5.11(d) of the Pooling and Servicing Agreement, dated as of April 1, 2022 (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, we hereby (i) certify that as of the above date, the undersigned is the beneficial owner of the Exchangeable Certificate(s)
set forth below under “Exchangeable Certificates to be Surrendered”, is duly authorized to deliver this notice to the
Certificate Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator
may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates
set forth below under “Exchangeable Certificates to be Surrendered” and all of our right, title and interest in and
to such Exchangeable Certificates, including all payments of interest thereon received after [_____________], in exchange for the
corresponding Exchangeable Certificates set forth below under “Exchangeable Certificates to be Received”. We propose
an Exchange Date of [______].


 


We agree that upon such
exchange, our interests in the portion(s) of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest
in the portion(s) of the Exchangeable Certificates received in such exchange shall be increased.


 






    Exhibit VV-1


     


    

 


	 	Exchangeable
        Certificates to

        be Surrendered

	Exchangeable
        Certificates to

        be Received 


	Class(es)	[_]	[_]
	CUSIP(s)	[_]	[_]
	Original Certificate Balance(s)/Notional Amount(s)	$[_]	$[_]
	Outstanding Certificate Balance(s)/Notional Amount(s)	$[_]	$[_]


 


    Exhibit VV-2


     


    
 

Our Depository participant
number is [________].


 


	 	Sincerely,
	 	 	 
	 	By:	    
	 	Name:
	 	Title:












[Medallion Stamp Guarantee]


 




    Exhibit VV-3


     


    
 

Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1. Constitution Center



 


		2. ExchangeRight Net Leased Portfolio #54



 


		3. Rose Castle Apartments



 


		4. 601 Lexington Avenue



 


		5. 26 Broadway



 


		6. Midtown Square



 


		7. Coleman Highline Phase IV



 


		8. Visions Hotel Portfolio III



 


		9. ILPT Logistics Portfolio



 


		10. Bedrock Portfolio



 


		11. Pacific Castle Portfolio



 


		12. NYC MFRT Portfolio



 




    Schedule 1-1


     


    

Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 



	Month

	Class
                                         A-SB Planned

                                         Principal Balance ($)


	1	16,400,000.00
	2	16,400,000.00
	3	16,400,000.00
	4	16,400,000.00
	5	16,400,000.00
	6	16,400,000.00
	7	16,400,000.00
	8	16,400,000.00
	9	16,400,000.00
	10	16,400,000.00
	11	16,400,000.00
	12	16,400,000.00
	13	16,400,000.00
	14	16,400,000.00
	15	16,400,000.00
	16	16,400,000.00
	17	16,400,000.00
	18	16,400,000.00
	19	16,400,000.00
	20	16,400,000.00
	21	16,400,000.00
	22	16,400,000.00
	23	16,400,000.00
	24	16,400,000.00
	25	16,400,000.00
	26	16,400,000.00
	27	16,400,000.00
	28	16,400,000.00
	29	16,400,000.00
	30	16,400,000.00
	31	16,400,000.00
	32	16,400,000.00
	33	16,400,000.00
	34	16,400,000.00
	35	16,400,000.00
	36	16,400,000.00
	37	16,400,000.00
	38	16,400,000.00
	39	16,400,000.00
	40	16,400,000.00
	41	16,400,000.00
	42	16,400,000.00
	43	16,400,000.00
	44	16,400,000.00
	45	16,400,000.00
	46	16,400,000.00
	47	16,400,000.00
	48	16,400,000.00
	49	16,400,000.00
	50	16,400,000.00
	51	16,400,000.00
	52	16,400,000.00
	53	16,400,000.00
	54	16,400,000.00
	55	16,400,000.00
	56	16,391,833.95
	57	16,199,277.09
	58	16,003,611.65
	59	15,767,090.44



 






	Month

	Class
                                         A-SB Planned

                                         Principal Balance ($)


	60	15,530,616.87
	61	15,275,815.87
	62	15,037,541.92
	63	14,780,992.20
	64	14,540,904.81
	65	14,299,937.77
	66	14,040,772.24
	67	13,797,972.23
	68	13,537,026.32
	69	13,292,380.03
	70	13,046,837.31
	71	12,766,059.94
	72	12,518,587.63
	73	12,253,103.50
	74	12,003,751.00
	75	11,736,440.64
	76	11,485,194.31
	77	11,233,027.26
	78	10,962,983.11
	79	10,708,901.81
	80	10,436,998.34
	81	10,180,988.94
	82	9,924,041.24
	83	9,615,757.22
	84	9,356,736.47
	85	9,080,035.28
	86	8,819,050.53
	87	8,540,441.71
	88	8,277,478.71
	89	8,013,551.85
	90	7,732,085.34
	91	7,466,158.88
	92	7,182,750.15
	93	6,914,809.57
	94	6,645,886.80
	95	6,326,746.77
	96	6,055,666.88
	97	5,767,252.60
	98	5,494,121.19
	99	5,203,714.25
	100	4,928,516.42
	101	4,652,309.67
	102	4,358,915.64
	103	4,080,620.15
	104	3,785,197.31
	105	3,504,797.91
	106	3,223,370.44
	107	2,892,894.24
	108	2,609,221.85
	109	2,308,576.40
	110	2,022,761.06
	111	1,720,034.14
	112	1,432,060.29
	113	1,143,030.48
	114	837,181.33
	115	545,969.67
	116	238,001.25
	117
    and thereafter	0.00








    Schedule 2-1


     


    

Schedule
3


 


MORTGAGE
LOANS WITH SPECIFIED ESCROWS, RESERVES,

HOLDBACKS AND LETTERS OF CREDIT


 


	Mortgage Loan	Reserve description
	Rose Castle Apartments	Affordable Unit Earnout Reserve

($11,000,000.00)


 


    Schedule 3-1


     


    
 

Schedule
4


 


Mortgage
Loans with Franchise Agreements that Require Notice 


 


1.    Fairfield Inn & Suites Brooksville




 


2.    Visions Hotel Portfolio III




 


3.     La Quinta Inn & Suites - Holbrook, AZ




 


4.    Motel
6 Las Vegas


 



    Schedule 4-1