Exhibit 4.13


Execution Copy


 


 


 


 


WELLS FARGO BANK,

NATIONAL ASSOCIATION,

Master Servicer


 


 


and


 


 


SCP SERVICING, LLC,

Primary Servicer


 


 


PRIMARY SERVICING AGREEMENT

Dated as of September 1, 2021


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


BBCMS Mortgage Trust 2021-C11,


Commercial Mortgage Pass-Through Certificates,


Series 2021-C11




     


     


    

Page


	ARTICLE I	DEFINITIONS	1
	Section 1.01	Defined Terms	1
	ARTICLE II	MASTER SERVICER’S ENGAGEMENT OF PRIMARY SERVICER TO PERFORM SERVICING RESPONSIBILITIES	2
	Section 2.01	Contract for Servicing; Possession of Mortgage Loan Documents	2
	Section 2.02	Notice of Breach of Representations and Warranties	3
	ARTICLE III	SERVICING OF THE MORTGAGE LOANS AND THE SERVICED COMPANION LOANS	3
	Section 3.01	Primary Servicer to Service	3
	Section 3.02	Merger or Consolidation of the Primary Servicer	16
	Section 3.03	Limitation on Liability of the Primary Servicer and Others	16
	Section 3.04	Primary Servicer Not to Resign	17
	Section 3.05	No Transfer or Assignment of Servicing	17
	Section 3.06	Indemnification	18
	ARTICLE IV	DEFAULT	18
	Section 4.01	Events of Default	18
	Section 4.02	Waiver of Defaults	21
	Section 4.03	Other Remedies of Master Servicer	21
	ARTICLE V	TERMINATION	21
	Section 5.01	Termination	22
	Section 5.02	Termination With Cause	22
	Section 5.03	Termination of Duties with Respect to Specially Serviced Loans	22
	ARTICLE VI	MISCELLANEOUS	22
	Section 6.01	Successor to the Primary Servicer	22
	Section 6.02	Financial Statements	23
	Section 6.03	Closing	23
	Section 6.04	Closing Documents	23
	Section 6.05	Notices	24


 


 




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(continued)


Page


	Section 6.06	Severability Clause	25
	Section 6.07	Counterparts	25
	Section 6.08	Governing Law	25
	Section 6.09	Protection of Privileged Information	25
	Section 6.10	Intention of the Parties	25
	Section 6.11	Third Party Beneficiary	26
	Section 6.12	Successors and Assigns; Assignment of Agreement	26
	Section 6.13	Waivers	26
	Section 6.14	Exhibits	26
	Section 6.15	General Interpretive Principles	26
	Section 6.16	Complete Agreement	26
	Section 6.17	Further Agreement	27
	Section 6.18	Amendments	27




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	EXHIBIT A MORTGAGE LOAN SCHEDULE	A-1
	EXHIBIT B PRIMARY SERVICER’S OFFICER’S CERTIFICATE	B-1
	EXHIBIT C POOLING AND SERVICING AGREEMENT	C-1
	EXHIBIT D RESERVED	 
	EXHIBIT E QUARTERLY SERVICING CERTIFICATION	E-1
	EXHIBIT F FORM OF ACCOUNT CERTIFICATION	F-1
	EXHIBIT G FORM OF COLLECTION REPORT	G-1
	EXHIBIT H FORM OF CERTIFICATE OF INSURANCE	H-1
	EXHIBIT I NEW LEASE INFORMATION	I-1
	EXHIBIT J MONTHLY SERVICING ACCOUNTS CERTIFICATION	J-1




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This is a Primary Servicing Agreement
(the “Agreement”), dated as of September 1, 2021, by and between SCP SERVICING, LLC, having an office at [             ], and its
successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at c/o
Commercial Mortgage Servicing, MAC D1050-084, Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina
28202, and its successors and assigns (the “Master Servicer”).


 


WITNESSETH:


 


WHEREAS, Barclays Commercial Mortgage
Securities LLC, as depositor (the “Depositor”), SCP Servicing, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate
administrator (the “Certificate Administrator”), Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations
Reviewer”), and the Master Servicer have entered into that certain Pooling and Servicing Agreement dated as of September 1,
2021, as amended, modified and restated from time to time (the “Pooling and Servicing Agreement”), whereby the Master
Servicer shall service certain mortgage loans and related companion loan on behalf of the Trustee;


 


WHEREAS, Section 3.20 of
the Pooling and Servicing Agreement authorizes the Master Servicer to enter into this agreement with the Primary Servicer whereby the
Primary Servicer shall service the mortgage loan or mortgage loans, as applicable, listed on Exhibit A (the “Mortgage
Loan Schedule”) attached hereto (herein referred to as the “Mortgage Loans”) and the Inland Life Storage
Porfolio Pari Passu Companion Loan and Weston South Carolina Industrial Portfolio Pari Passu Companion Loan (the “Serviced Companion
Loans”) on behalf of the Master Servicer.


 


NOW, THEREFORE, in consideration
of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Master Servicer and the Primary Servicer hereby agree as follows:


 


ARTICLE I




DEFINITIONS


 


Section 1.01Defined Terms.


 


Unless otherwise specified in
this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.
As used herein, the following terms have the meanings assigned to them in this Section 1.01:


 


“Collection Report”
shall mean the monthly report prepared by the Primary Servicer setting forth, with respect to each Mortgage Loan and Serviced Companion
Loans and the most recently ended Collection Period prior to the due date of such report, the information described on Exhibit G
attached hereto.




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“Mortgage Loans” shall have the meaning specified
in the recitals hereto.


 


“Mortgage Loan Schedule” shall have the meaning
specified in the recitals hereto.


 


“Primary Servicer Collection
Account” shall have the meaning set forth in Section 3.01(c)(7) of this Agreement.


 


“Primary Servicer Companion
Distribution Account” shall have the meaning set forth in Section 3.01(c)(8) of this Agreement.


 


“Primary Servicer Remittance
Amount” shall mean, with respect to any date and with respect to the Mortgage Loans, an amount equal to, without duplication,
(a) the sum of (i) the aggregate of the amounts on deposit attributable to the Mortgage Loans in the Primary Servicer Collection Account
as of such date, (ii) if and to the extent not included in the amount referred to in subclause (a)(i), the aggregate amount transferred
from the REO Account (if established) to the Primary Servicer as of such date, to the extent not previously remitted to the Master Servicer,
(iii) the aggregate of all other amounts received with respect to the Mortgage Loans as of such date to the extent not previously remitted
to the Master Servicer, and (iv) if and to the extent not previously remitted to the Master Servicer, any amounts deposited by the Primary
Servicer pursuant to Section 3.01(c)(23) of this Agreement; net of (b) the portion of the amount described in subclause (a) of
this definition that represents one or more of the following: (i) Escrow Payments or (ii) any amounts that the Primary Servicer is entitled
to retain as compensation pursuant to Section 3.11 of the Pooling and Servicing Agreement as incorporated herein pursuant to Section
3.01(c)(18) of this Agreement.


 


“Primary Servicer Remittance
Date” shall mean the first Business Day after each Determination Date.


 


“Primary Servicer Reporting
Date” shall mean the first Business Day after each Determination Date.


 


“Primary Servicing Fee”
shall mean, with respect to each Mortgage Loan and Serviced Companion Loans and related REO Loan, the fee payable to the Primary Servicer
pursuant to Section 3.01(c)(18) of this Agreement.


 


“Primary Servicing Fee
Rate” shall mean, with respect to each Mortgage Loan and Serviced Companion Loans, the rate that corresponds to such Mortgage
Loan and Serviced Companion Loans set forth on Exhibit A hereto under the heading “Primary
Servicing Fee.”


 


“Serviced Companion Loans”
shall have the meaning specified in the recitals hereto.


 


“Serviced Whole Loan”
shall mean the Inland Life Storage Portfolio Serviced Pari Passu Companion Loan and the Weston South Carolina Industrial Portfolio Serviced
Pari Passu Companion Loan, together with the related Mortgage Loan.


 




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ARTICLE II


 


MASTER SERVICER’S ENGAGEMENT OF PRIMARY SERVICER

TO PERFORM SERVICING RESPONSIBILITIES


 


Section 2.01Contract for Servicing; Possession
of Mortgage Loan Documents.


 


The Master Servicer, by execution
and delivery of this Agreement, does hereby contract with the Primary Servicer, subject to the terms of this Agreement, for the servicing
of the Mortgage Loans and the Serviced Companion Loans. On and after the Closing Date, the Primary Servicer shall hold any portion of
the Servicing File or the Mortgage File (including without limitation, any original letter of credit) in the possession of the Primary
Servicer in trust by the Primary Servicer, on behalf of the Master Servicer for the benefit of the Certificateholders. The Primary Servicer’s
possession of any portion of the Servicing File or the Mortgage File shall be at the will of the Master Servicer and the Trustee for the
sole purpose of facilitating the servicing or the supervision of servicing of the related Mortgage Loan and Serviced Companion Loans pursuant
to this Agreement, and such retention and possession by the Primary Servicer shall be in a custodial capacity only. Any portion of the
Servicing File or the Mortgage File retained by the Primary Servicer shall be identified to reflect clearly the ownership of the related
Mortgage Loan by the Trustee. The Primary Servicer shall release from its custody any Servicing File or any Mortgage File retained by
it only in accordance with this Agreement and the Pooling and Servicing Agreement. The Primary Servicer shall hold the original of each
letter of credit relating to a Mortgage Loan in trust on behalf of the Trust in order to draw on such letter of credit on behalf of the
Trust. The Primary Servicer shall forward a copy of each letter of credit to the Master Servicer. During the term of this Agreement, the
Primary Servicer will also provide to the Master Servicer a copy of any lease, amendments to Mortgage Loan documents and other documents
related to the Mortgaged Property securing the related Mortgage Loan (and the related Serviced Companion Loans) or related to the Mortgage
Loan (and the related Serviced Companion Loans) as soon as possible after receipt or execution thereof, as applicable.


 


Section 2.02Notice of Breach of Representations
and Warranties.


 


Following its receipt from the
Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the Primary Servicer. The Primary
Servicer shall promptly notify in writing the Master Servicer upon becoming aware of any breach of any representations and warranties
contained in such Mortgage Loan Purchase Agreement or a document defect that could give rise to a cure or repurchase obligation. The Primary
Servicer shall reasonably cooperate with the Master Servicer in pursuing its obligations to make a repurchase claim against the related
Mortgage Loan Seller. The Primary Servicer shall notify the Master Servicer in writing within five (5) Business Days after the Primary
Servicer discovers or receives notice alleging a Defect or a Breach or receives notice of a 15Ga-1 Repurchase Request. The Primary Servicer
shall promptly, but in no event later than five (5) Business Days after receipt, provide to the Master Servicer a copy of any written
15Ga-1 Repurchase Request,




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withdrawal of a 15Ga-1 Repurchase Request, or rejection
of a 15Ga-1 Repurchase Request received by the Primary Servicer and such other information in the possession of the Primary Servicer reasonably
requested by the Master Servicer to fulfill its obligations under Section 2.02(g) and Section 2.03 of the Pooling and Servicing
Agreement.


 


 


ARTICLE III


 


SERVICING OF THE
MORTGAGE LOANS AND THE SERVICED COMPANION LOANS


 


Section 3.01Primary Servicer
to Service.


 


(a)       The
Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a
manner consistent with the Servicing Standard under the Pooling and Servicing Agreement and, in the case of the Serviced Companion Loans,
as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans.


 


(b)       The
Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage
Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement
specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”),
as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary
Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Initial Purchasers, the Directing Certificateholder,
the Controlling Class Certificateholder, the Risk Retention Consultation Party (if applicable), the Operating Advisor, the Asset Representations
Reviewer, the Rating Agencies, the Underwriters, the 17g-5 Information Provider, the Serviced Companion Noteholder, the Companion Paying
Agent, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the
Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent
that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting
the foregoing, and subject to Section 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall
service and administer all of the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Loans; provided, however,
that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information
and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Loans and REO Properties
(and the related REO Loans), and render such incidental services with respect to any Specially Serviced Loans and REO Properties as and
to the extent as may be specifically provided for herein. All references herein to the respective duties of the Primary Servicer and the
Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.19 of the Pooling and Servicing
Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set
forth below, for purposes of this Agreement, (i) references to the




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Trustee, the Certificate Administrator, the Custodian,
the Depositor, the Special Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Operating Advisor,
the Asset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the Risk Retention Consultation Party
(if applicable), the 17g-5 Information Provider and the Certificateholders in the Incorporated Sections (and in the defined terms used
therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated
Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, (iii) references
to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used
therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans
and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in
the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification
of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iv) of this sentence shall
be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power
to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary
to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. With respect to all servicing
responsibilities of the Master Servicer under the Pooling and Servicing Agreement which are not being performed by the Primary Servicer
under this Agreement, the Primary Servicer shall reasonably cooperate with the Master Servicer to facilitate the timely performance of
such servicing responsibilities.


 


(c)       The
following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement,
are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References
Modification, are hereby further modified as set forth below:


 


(1)       Section
1.02. The determination as to the application of amounts collected in respect of any Mortgage Loan or the Serviced Companion Loans,
in the absence of express provisions in the related Mortgage Loan documents or to the extent that such terms authorize the lender to use
its discretion, shall be made by the Master Servicer.


 


(2)       Sections
3.01(a) - (f), (h), (j) and (m). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary
Servicer shall monitor and certify on a quarterly basis, starting with the quarter ending September of 2021, within thirty (30) days of
the end of such quarter the information on each Mortgage Loan and Serviced Companion Loans as required by, and in the form of, Exhibit
E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. In addition, without limiting the generality of the
foregoing, the Primary Servicer shall take all necessary action to continue all UCC Financing Statements in favor of the originator of
each Mortgage Loan (and related Serviced Companion Loans) or in favor of any assignee prior to the expiration of such UCC Financing Statements.
Notwithstanding the foregoing, the Primary Servicer’s authority is restricted as provided in Section 3.01(c)(14) and (24)
of this Agreement.


 


(3)       Section
3.02. The Primary Servicer may not waive any Penalty Charges that




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the Master Servicer is permitted to waive under Section
3.02 of the Pooling and Servicing Agreement without the consent of the Master Servicer. The Primary Servicer shall promptly notify
the Master Servicer of any defaults under the Mortgage Loans or Serviced Companion Loans, collection issues or customer issues and shall
take no actions with respect to enforcing such Mortgage Loans or Serviced Companion Loans without the prior written consent of the Master
Servicer.


 


(4)       Section
3.03(a). The creation of any Servicing Account shall be evidenced by a certification in the form of Exhibit F attached
hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the
Master Servicer upon any transfer of any Servicing Account.


 


(5)       Sections
3.03(b) and (e). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall
monitor and certify to the information on each Mortgage Loan and Serviced Companion Loans with respect to taxes, insurance premiums, assessments,
ground rents and other similar items on a quarterly basis starting for the quarter ending in September of 2021, within thirty (30) days
of the end of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21)
of this Agreement.


 


(6)       Section
3.03(c) is not incorporated herein. The Primary Servicer shall not be permitted to make any Servicing Advances. The Primary Servicer
shall give the Master Servicer not less than five (5) Business Days’ notice before the date on which the Master Servicer is required
to make any Servicing Advance with respect to any Mortgage Loan or Serviced Companion Loans. In addition, the Primary Servicer shall provide
the Master Servicer with such information in its possession as the Master Servicer may reasonably request to enable the Master Servicer
to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance.


 


(7)       Section
3.04(a). The Primary Servicer shall establish a custodial account (hereinafter the “Primary Servicer Collection Account”),
meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to such Primary
Servicer Collection Account. The creation of any Primary Servicer Collection Account shall be evidenced by a certification in the form
of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the
Closing Date and thereafter to the Master Servicer upon any transfer of the Primary Servicer Collection Account. Notwithstanding the third
paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, the Primary Servicer shall deposit into the Primary Servicer
Collection Account and include in its Primary Servicer Remittance Amount all Escrow Payments, Penalty Charges, Modification Fees, defeasance
fees, assumption fees, loan service transaction fees, extension fees, assumption application fees, consent fees, Prepayment Interest Excess,
charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and other fees and amounts
collected from Mortgagors that constitute additional servicing compensation and/or additional special servicing compensation (in each
case, other than those to which the Primary Servicer is entitled pursuant to Section 3.01(c)(18) of this Agreement). Any amounts
of additional special servicing compensation payable to the Special Servicer shall be remitted to the




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Special Servicer by the Master Servicer. For purposes
of the last paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer
to make payment of amounts referenced therein directly to the Primary Servicer for deposit in the Primary Servicer Collection Account.


 


(8)       Section
3.04(b) is not incorporated herein. Only the third paragraph and the fourth paragraph of Section 3.04(b) of the Pooling and
Servicing Agreement are incorporated herein. References to the Collection Account shall be references to the Primary Servicer Collection
Account for purposes of the incorporated provisions of Section 3.04(b). The Primary Servicer shall establish a custodial account
(hereinafter the “Primary Servicer Companion Distribution Account”), meeting all of the requirements of the Companion Distribution
Account, and references to the Companion Distribution Account in the incorporated provisions of Section 3.04(b) of the Pooling and Servicing
Agreement shall be references to such Primary Servicer Companion Distribution Account. The creation of any Primary Servicer Companion
Distribution Account shall be evidenced by a certification in the form of Exhibit F attached hereto (to the extent the Primary Servicer
Companion Distribution Account is a separate account) and a copy of such certification shall be furnished to the Master Servicer on or
prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Primary Servicer Companion Distribution Account.
References to the Companion Paying Agent shall be deemed to be references to the Primary Servicer and references to the Companion Holder
shall be deemed to be references to the Companion Holder for purposes of the incorporated provisions of Section 3.04(b) of the
Pooling and Servicing Agreement.


 


With respect to each Distribution
Date, the Primary Servicer shall deliver to the Master Servicer on or before the Primary Servicer Remittance Date the Primary Servicer
Remittance Amount for such date. Each remittance required to be made to the Master Servicer on the Primary Servicer Remittance Date shall
be made by wire transfer and shall be made by 2:00 p.m. Charlotte, North Carolina time on such date. Each month, on each Business Day
between the Primary Servicer Remittance Date and the Distribution Date, the Primary Servicer shall forward to the Master Servicer by wire
transfer the Primary Servicer Remittance Amount for such date. Each month, on each Business Day that the Primary Servicer is not required
to remit to the Master Servicer pursuant to the previous sentence, the Primary Servicer shall forward to the Master Servicer by wire transfer
all amounts collected by the Primary Servicer and not previously remitted to the Master Servicer which constitute delinquent payments
on the Mortgage Loans and any related Penalty Charges. Section 3.01(c)(21) of this Agreement sets forth certain reporting requirements
with respect to such remittances.


 


(9)       Section
3.05(a) is not incorporated herein. The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer Collection
Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)       
(A) to remit to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the second
sentence of Section 3.04(b) of the Pooling and Servicing Agreement and the second paragraph of






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Section 3.01(c)(8) of this Agreement
and (B) to remit to the Companion Paying Agent for deposit in the Primary Servicer Companion Distribution Account the amounts required
to be so deposited pursuant to the first three sentences of the second paragraph of Section 3.04(b) of the Pooling and Servicing
Agreement as incorporated by Section 3.01(c)(8) of this Agreement;


 


(ii)       to
the extent not otherwise required to be applied against Prepayment Interest Shortfalls on the related Mortgage Loans and Serviced Companion
Loans, to pay itself earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans, the Serviced Companion Loans and/or
any successor REO Loans in respect thereof, the Primary Servicer’s right to payment pursuant to this clause (ii) with respect
to any such Mortgage Loans, Serviced Companion Loans or REO Loans being limited to amounts on deposit in the Primary Servicer Collection
Account that are received on or in respect of on such Mortgage Loan, Serviced Companion Loans or REO Loan, as applicable (whether in the
form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon;


 


(iii)       to
pay itself out of general collections on the Mortgage Loans, the Serviced Companion Loans and REO Properties, with respect to any Mortgage
Loan, the Serviced Companion Loans or REO Property any related earned Primary Servicing Fee that remained unpaid in accordance with clause
(ii) above following a Final Recovery Determination made with respect to such Mortgage Loan, Serviced Companion Loans or REO Property
and the deposit into the Collection Account of all amounts received in connection therewith;


 


(iv)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a) of the Pooling and Servicing Agreement, interest and investment income earned in respect of amounts
held in the Primary Servicer Collection Account as provided in Section 3.01(c)(10) of this Agreement, but only to the extent of
the Net Investment Earnings, if any, with respect to the Primary Servicer Collection Account for the period from and including the prior
Primary Servicer Remittance Date to and including such Primary Servicer Remittance Date;


 


(v)       to
remit to the Companion Paying Agent for deposit into the Primary Servicer Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) of the Pooling and Servicing Agreement as incorporated by Section 3.01(c)(8) of this Agreement
without duplication of amounts deposited pursuant to clause (i) above;


 


(vi)       to
clear and terminate the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement, as modified herein;
and


 


(vii)       to
remove any amounts deposited in the Primary Servicer 



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Collection Account in error.


 


All withdrawals from the Primary
Servicer Collection Account shall be subject to the application and requirements of Section 3.05(f)(i) of the Pooling and Servicing
Agreement. The Primary Servicer shall keep and maintain separate accounting records, on a loan-by-loan basis, reflecting amounts allocable
to each Mortgage Loan and Serviced Companion Loans, and on a property-by-property basis when appropriate, for the purpose of justifying
any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide
to the Master Servicer such records.


 


(10)       Section
3.06 is not incorporated herein. The Primary Servicer may invest funds in the Primary Servicer Collection Account, the Primary Servicer
Companion Distribution Account and/or any Servicing Account maintained by it on the same terms as the Master Servicer may invest funds
in the Collection Account, the Companion Distribution Account and/or a Servicing Account, and subject to the same rights, restrictions
and obligations regarding maturity dates, gains, losses, withdrawals, possession and control of Permitted Investments and Permitted Investments
payable on demand. Without limiting the generality of the foregoing, any investment of funds in the Primary Servicer Collection Account,
the Primary Servicer Companion Distribution Account and/or Servicing Account shall be made in the name of the Primary Servicer on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders.


 


(11)       Sections
3.07(a) and (d). References to the Collection Account shall be references to the Primary Servicer Collection Account. All insurance
policies caused to be maintained by the Primary Servicer hereunder shall also name the Master Servicer as loss payee. Within fifteen (15)
days after the execution date of this agreement, the Primary Servicer shall forward to the Master Servicer a fully completed certificate
of insurance in the form of Exhibit H attached hereto. Without limiting the generality of the obligations of the Primary
Servicer hereunder, the Primary Servicer shall monitor and certify as to the status of insurance policies relating to the Mortgage Loans
and the Serviced Companion Loans on a quarterly basis starting for the quarter ending in September of 2021, within 30 days of the end
of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of
this Agreement. The Primary Servicer shall promptly notify the Master Servicer of any Mortgaged Property that is not insured against terrorist
or other similar acts. The Master Servicer or the Special Servicer, as applicable, shall make all determinations with respect to terrorism
insurance matters required to be made under Section 3.07 of the Pooling and Servicing Agreement, and the Primary Servicer shall
reasonably cooperate with the Master Servicer in connection therewith.


 


(12)       Section
3.07(b). References to the Collection Account shall be references to the Primary Servicer Collection Account.


 


(13)       Section
3.07(c). The Primary Servicer shall cause to be delivered to the Master Servicer from time to time upon the Master Servicer’s
reasonable request a certificate of insurance or other evidence of such fidelity bond and errors and omissions insurance. The Primary
Servicer shall promptly notify or cause its insurer to notify the Master Servicer of any material change to such fidelity bond or errors
and omissions insurance.



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(14)       Section
3.08. Notwithstanding anything herein to the contrary, the Primary Servicer will not permit or consent to any assumption, transfer
or other action contemplated by Section 3.08 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed
with the Master Servicer that the Master Servicer is either obligated to process or that the Master Servicer and the Special Servicer
have mutually agreed that the Master Servicer shall process such request pursuant to Section 3.08 of the Pooling and Servicing
Agreement. Following such confirmation, the Primary Servicer will not permit or consent to any assumption, transfer or other action contemplated
by Section 3.08 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. With respect
to any such proposed action, the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation or other
information required to be prepared and/or delivered by the Master Servicer under Section 3.08 of the Pooling and Servicing Agreement.
The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer in connection with obtaining any necessary
approval or consent from the Special Servicer. If the Primary Servicer shall process any such assumption, transfer or other action, and
the Master Servicer consents to such transaction, the Primary Servicer shall process, document and close such transaction. The Primary
Servicer shall promptly provide copies of any waivers it effects pursuant to this Section to the Master Servicer and the Master Servicer
will provide notice or copies to the 17g-5 Information Provider and Rating Agencies to the extent required by the Pooling and Servicing
Agreement.


 


(15)       Reserved.


 


(16)       Section
3.09. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.09
(other than Section 3.09(f)) of the Pooling and Servicing Agreement.


 


(17)       Section
3.10. The references to the Collection Account in Section 3.10 of the Pooling and Servicing Agreement shall be references to
the Primary Servicer Collection Account. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance
shall be chargeable to the Primary Servicer Collection Account.


 


(18)       Section
3.11(a). References to the Servicing Fee shall be references to the Primary Servicing Fee and references to the Servicing Fee Rate
shall be references to the Primary Servicing Fee Rate. The third paragraph of Section 3.11(a) of the Pooling and Servicing Agreement is
not incorporated herein. In addition, the Primary Servicer shall be entitled to receive, as additional servicing compensation, to the
extent the Master Servicer is entitled to such amounts under the Pooling and Servicing Agreement, (i) all investment income earned on
amounts on deposit in the Primary Servicer Collection Account and certain Servicing Accounts (to the extent consistent with the related
Mortgage Loan documents), (ii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds, demand
fees or similar items with respect to the Mortgage Loans and Serviced Companion Loans to the extent the Master Servicer is entitled to
such items under Section 3.11(a) of the Pooling and Servicing Agreement, (iii) 50% of that portion of any Excess Modification Fees,
consent fees and similar fees to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement
with respect to the Mortgage Loans and Serviced Companion Loans in connection 



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with matters performed by the Primary Servicer pursuant
to Section 3.01(c)(24) of this Agreement, (iv) 50% of that portion of any assumption fees and assumption application fees (or
similar fees) to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect
to the Mortgage Loans and Serviced Companion Loans, (v) 50% of that portion of any Penalty Charges to which the Master Servicer is entitled
under Section 3.11(a) of the Pooling and Servicing Agreement, and (vi) 100% of that portion of any beneficiary statement and demand charges
to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement with respect to the Mortgage
Loans and Serviced Companion Loans to the extent such items are prepared by the Primary Servicer. The Primary Servicer shall not be entitled
to any Prepayment Interest Excesses, Compensating Interest Payments, defeasance fees, or other amounts not specifically addressed above
in this Section 3.01(c)(18).


 


(19)       Section
3.12(a). The Primary Servicer shall promptly (but in no event later than three (3) Business Days after the completion of related inspection
report) forward to the Master Servicer a copy of all inspection reports prepared by or on behalf of the Primary Servicer. The Primary
Servicer may engage a third party at its cost to perform property inspections and prepare property inspection reports without first obtaining
the consent of the Master Servicer; provided, however, that the Primary Servicer shall remain obligated and primarily liable
to the Master Servicer for satisfactory completion of the inspections and reports as required by this Agreement. If any inspection report
identifies a “life safety” or other material deferred maintenance item existing with respect to the related Mortgaged Property,
the Primary Servicer (x) shall promptly send to the related Mortgagor a letter identifying such deferred maintenance item and instructing
such Mortgagor to correct such deferred maintenance item and (y) shall follow up with such Mortgagor in writing and at such frequency
as is in accordance with the Servicing Standard to confirm that such deferred maintenance item is being corrected. The Primary Servicer
shall promptly notify the Master Servicer of any event or circumstance that gives rise to enforcement rights with respect to the manager
under the related Mortgage Loan documents and management agreement. With respect to all reports delivered to the Master Servicer under
this Section 3.01(c)(19), such reports shall be electronically delivered in a fashion reasonably agreed to by the Master Servicer and
Primary Servicer.


 


(20)       Reserved.


 


(21)       Sections
3.12(b), (d) and (f). The Primary Servicer shall electronically deliver to the Master Servicer in Microsoft Excel format promptly
upon completion, and in any event, at least five (5) Business Days before the Master Servicer must deliver or make available such reports,
statements and files under the Pooling and Servicing Agreement, a copy of all operating statements, rent rolls, income statements, budgets
and financial statements collected by the Primary Servicer and the CREFC® Operating Statement Analysis Report and CREFC®
NOI Adjustment Worksheet with respect to the Mortgage Loans and Serviced Companion Loans as required by Section 3.12(b) of the
Pooling and Servicing Agreement. The Primary Servicer shall deliver to the Master Servicer, no later than 5:00 p.m., New York City time
on the Primary Servicer Reporting Date, by electronic transmission in the format mutually agreed upon by the Master Servicer and the Primary
Servicer, the reports, statements and files required by the first paragraph of Section 3.12(d) of the Pooling and Servicing Agreement.
The Primary Servicer, in 



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connection with the reports that it prepares in connection
with Sections 3.13(b) and (d) of the Pooling and Servicing Agreement, will afford the Master Servicer reasonable cooperation
by providing such information as the Master Servicer may reasonably request in connection with the Master Servicer’s responsibilities
in Sections 3.13(b) and (d) of the Pooling and Servicing Agreement. The Primary Servicer shall also deliver the reports
in this paragraph to the related Companion Holder no later than the Serviced Whole Loan Remittance Date.


 


The
third to last sentence in the first paragraph of Section 3.12(d) of the Pooling and Servicing Agreement is not incorporated herein.
The Primary Servicer shall deliver to the Master Servicer, no later than 5:00 p.m. New York City time on the Primary Servicer Reporting
Date, by electronic transmission in the format reasonably acceptable to the Master Servicer and the Primary Servicer, the CREFC®
Loan Periodic Update File, providing the required information as of such Determination Date. The Primary Servicer shall deliver to the
Master Servicer by electronic transmission (in a format reasonably acceptable to the Master Servicer and the Primary Servicer) (a) not
later than 5:00 p.m. New York City time on the first Business Day following each Determination Date and on each Serviced Whole Loan Remittance
Date, the Collection Report (the information therein to be stated as of the Determination Date) in the form of Exhibit G
and (b) within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending September 2021, the certification
on the Mortgage Loans and Serviced Companion Loans, including without limitation information regarding UCC Financing Statements, taxes,
insurance premiums and ground rents, required by and in the form of Exhibit E attached hereto. The Primary Servicer shall
deliver to the Master Servicer no later than 5:00 p.m. New York City time on the second Business Day of each month by electronic transmission
in a format reasonably acceptable to the Master Servicer and the Primary Servicer, a remittance report containing scheduled balance information
for each Mortgage Loan and Serviced Companion Loans reflecting the scheduled Periodic Payment for such month in the form of Exhibit
G attached hereto. In addition, on each day that the Primary Servicer forwards to the Master Servicer any funds pursuant to Section
3.01(c)(8) of this Agreement, and on each day that the Primary Servicer forwards to any Serviced Companion Noteholder any funds prusuant
to Section 3.01(c)(36) of this Agreement, the Primary Servicer shall deliver to the Master Servicer by electronic transmission
in a format reasonably acceptable to the Master Servicer and the Primary Servicer, a report of the nature of such remittance in the form
of Exhibit G attached hereto. The Primary Servicer shall also prepare and deliver to the Master Servicer not later than
5:00 p.m. New York City time on the first Business Day following each Determination Date, a certification in the form of Exhibit
J attached hereto.


Not later than 5:00 p.m.
New York City time on the Primary Servicer Reporting Date, the Primary Servicer shall deliver to the Master Servicer the CREFC®
Schedule AL File in EDGAR-Compatible Format and Excel format with respect to the Mortgage Loans; provided, however, that the Primary Servicer
shall have no obligation to prepare or deliver the CREFC® Schedule AL File or Schedule AL Additional File unless the Primary
Servicer receives the Initial Schedule AL File, the Initial Schedule AL Additional File and the Annex A-1 to the Prospectus from the Master
Servicer. 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 Primary 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 



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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, the Initial Schedule AL Additional File
and the Annex A-1 to the Prospectus. The Primary 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 Master Servicer. The CREFC®
Schedule AL Files and Schedule AL Additional File shall each be a single file.


With respect to all reports
delivered to the Master Servicer under this Section 3.01(c)(21), such reports shall be electronically delivered in a fashion reasonably
agreed to by the Master Servicer and the Primary Servicer.


(22)       Section
3.13. The Primary Servicer shall also be subject to Section 3.01(c)(29) of this Agreement. None of the restrictions in Section
3.13 of the Pooling and Servicing Agreement or Section 3.01(c)(29) of this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Primary Servicer, on the one hand, and a 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 Primary Servicer, (ii) such Rating
Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii)
such Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s servicing operations in general; provided,
however, that the Primary Servicer shall not provide any information relating to the Certificates, the Mortgage Loans or Serviced
Companion Loans to a Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property or 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.


 


(23)       Sections
3.17(a), (b) and (e). On each Primary Servicer Remittance Date, the Primary Servicer shall deposit into the Primary Servicer Collection
Account as part of the Primary Servicer Remittance Amount, the amount set forth in Section 3.17(a) of the Pooling and Servicing
Agreement to the extent resulting from Principal Prepayments on the Mortgage Loans and Serviced Companion Loans and to the extent that
the Master Servicer is required to remit such amounts under Section 3.17(a) of the Pooling and Servicing Agreement, and except
that references to Servicing Fees in the definition of “Compensating Interest Payments” in the Pooling and Servicing Agreement
shall be references to Primary Servicing Fees. On each Serviced Whole Loan Remittance Date, the Primary Servicer shall deliver the portion
of any Compensating Interest Payment allocated to the Serviced Companion Loan to the Companion Paying Agent for deposit in the Primary
Servicer Companion Distribution Account without right of reimbursement therefor.The Primary Servicer shall provide any reports and notices
required under Section 3.17(b) of the Pooling and Servicing Agreement to the Serviced Companion Noteholder and shall copy the Master
Servicer electronically in a manner reasonably agreed to by the Master Servicer and the Primary Servicer on any such reports or notices
delivered to the Serviced Companion Noteholder.


 


(24)       Section
3.18. Notwithstanding anything herein to the contrary, the Primary Servicer will not take any action with respect to any modification,
extension, waiver, consent, Major Decision, Special Servicer Decision or other action contemplated by Section 3.18 of the



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Pooling and Servicing Agreement unless the Primary
Servicer has confirmed with the Master Servicer that the Master Servicer is either obligated to process or has mutually agreed with the
Special Servicer to process such transaction pursuant to Section 3.18 of the Pooling and Servicing Agreement. Following such confirmation,
the Primary Servicer will not permit or consent to any modification, extension, waiver, consent, Major Decision, Special Servicer Decision
or other action contemplated by Section 3.18 (other than defeasances) of the Pooling and Servicing Agreement without the prior
written consent of the Master Servicer. With respect to any such proposed action (other than defeasances), the Primary Servicer shall
perform and forward to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered
by the Master Servicer under Section 3.18 of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer,
will deal directly with the Special Servicer, other parties to the Pooling and Servicing Agreement and any Directing Certificateholder
in connection with obtaining any necessary approval or consent from the respective party; however, when processing loan-related events
delegated to it through this Agreement, the Primary Servicer may consult with the Special Servicer as needed, provided that it copies
the Master Servicer on all related correspondence to the Special Servicer and includes a representative of the Master Servicer on all
related calls with the Special Servicer and otherwise keeps the Master Servicer fully informed as to the results of such consultations.
When forwarding a request for the approval of any retail lease or renewal or extension thereof, the Primary Servicer shall forward to
the Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The
Primary Servicer will not permit any Principal Prepayment with respect to any Mortgage Loan or Serviced Companion Loans without the written
consent of the Master Servicer. The Primary Servicer shall promptly forward all requests for Principal Prepayments to the Master Servicer,
along with a payoff statement setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer. The
Primary Servicer shall not process any defeasance requests and shall promptly forward all requests for defeasance to the Master Servicer.
The Master Servicer will deal directly with the Mortgagor in connection with any such defeasance.


 


(25)       Section
3.19(a). The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that the Primary Servicer deems
will or would cause any Mortgage Loan or Serviced Companion Loans to become a Specially Serviced Loan. The determination as to whether
a Mortgage Loan or Serviced Companion Loans has become a Specially Serviced Loan shall be made by the Master Servicer and the Master Servicer
shall promptly notify the Primary Servicer of any such determination. Upon receipt by the Master Servicer of notice from the Special Servicer
that a Specially Serviced Loan has become a Corrected Loan, the Master Servicer shall promptly give the Primary Servicer notice thereof
and the obligation of the Primary Servicer to service and administer such Mortgage Loan and, if applicable, Serviced Companion Loans shall
resume.


 


(26)       Section
3.19(c) is not incorporated herein. The Primary Servicer shall continue to process payments and maintain ongoing payment records with
respect to each Mortgage Loan and Serviced Companion Loans that becomes a Specially Serviced Loan or an REO Property and shall timely
provide the Master Servicer and the Special Servicer with any information required by either to perform their respective duties under
the Pooling and Servicing Agreement. Pursuant to Section 3.01(c)(18) of this Agreement, the Primary Servicer shall be 



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entitled
to receive the Primary Servicing Fee for so long as the Master Servicer receives its fee, with respect to each Specially Serviced Loan.


 





(27)       Section
3.20. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.20
of the Pooling and Servicing Agreement. Each provision of Section 3.20 of the Pooling and Servicing Agreement shall be enforceable
against the Primary Servicer in accordance with the terms thereof. The Primary Servicer may not enter into Sub-Servicing Agreements in
connection with the Mortgage Loans or the Serviced Companion Loans, but the Primary Servicer 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 Section
3.20 of the Pooling and Servicing Agreement. The Primary Servicer shall not take any action that the Master Servicer would be prohibited
from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by
Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan
or Serviced Companion Loans.


 


This Agreement will be assumed
by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without cost or obligation
to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section
7.02 of the Pooling and Servicing Agreement. 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 this Agreement with or without cause and without a fee. Notwithstanding
the foregoing or any other contrary provision in the Pooling and Servicing Agreement, the Trustee and any successor master servicer shall
assume this Agreement and (i) the Primary Servicer’s rights and obligations under this Agreement shall expressly survive a
termination of the Master Servicer’s servicing rights under the Pooling and Servicing Agreement; provided that this Agreement has
not been terminated in accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee
(if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the this Agreement
without further action upon becoming the successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified
in any manner which would increase the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement,
without the prior written consent of the Primary Servicer (which consent shall not be unreasonably withheld).


 


(28)       Sections
3.24(a), (d) and (h). The Primary Servicer shall take no action with respect to any mezzanine loan and shall forward any notice or
request received promptly to the Master Servicer. The Primary Servicer shall provide any reports and notices required under Section
3.24(a) and (d) of the Pooling and Servicing Agreement to the Serviced Companion Noteholders and shall copy the Master Servicer on
any such reports or notices delivered to the Serviced Companion Noteholders. The Master Servicer, not the Primary Servicer, will deal
directly with the Serviced Companion Noteholder in connection with consulting with or obtaining any necessary approval or consent from
such Serviced Companion Noteholder; provided, however, that the Primary Servicer will reasonably cooperate with the Master Servicer in
such consultation or obtaining such consent and shall provide to the Master Servicer 



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information in the possession of the Primary Servicer
reasonably requested by the Master Servicer to fulfill its obligations under Sections 3.24(a) and (d) of the Pooling and Servicing
Agreement. With respect to all reports delivered to the Master Servicer under this Section 3.01(c)(28), such reports shall be electronically
delivered in a fashion reasonably agreed to by the Master Servicer and Primary Servicer.


 


(29)       Section
3.25 is not incorporated herein. Notwithstanding any provision herein to the contrary, the Primary Servicer shall not make any request
to a Rating Agency for a Rating Agency Confirmation; all such requests shall be made by, and as determined necessary by, the Master Servicer.
The Primary Servicer shall not communicate (orally or in writing) with any Rating Agency regarding any of the Mortgage Loan documents
or any matter related to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties, the related Mortgagors or
any other matters in connection with the Certificates or pursuant to this Agreement or the Pooling and Servicing Agreement. The Primary
Servicer agrees to comply (and to cause each and every subcontractor, vendor or agent for the Primary Servicer and each of its officers,
directors and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section
3.01(c)(29) and the Pooling and Servicing Agreement and shall not deliver to any Rating Agency any report, notice, statement, request
for Rating Agency Confirmation or other information the communication of which to the Rating Agencies is restricted by the Pooling and
Servicing Agreement.


 


All information described in the
immediately preceding paragraph will be provided by, and all such communications, responses and requests described in the immediately
preceding paragraph will be made by, the Master Servicer in accordance with the procedures required by the Pooling and Servicing Agreement.
To the extent that the Master Servicer is required to provide any information to, or communicate with, any Rating Agency in accordance
with its obligations under the Pooling and Servicing Agreement and such information or communication is regarding the Mortgage Loans or
the Serviced Companion Loans or the primary servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide
the information to the Master Servicer necessary for the Master Servicer to fulfill such obligations.


 


(31)       Sections
3.27 and 3.28. The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations, as incorporated in this
Agreement, of the Companion Paying Agent with respect to the Serviced Companion Loans. The Primary Servicer shall promptly notify the
Master Servicer of any information that would impact the Companion Register.


 


(32)       Sections
3.29(c), (f), (g), (h) and (i). The Primary Servicer shall reasonably cooperate to enable the Master Servicer to fulfill its obligations
under Sections 3.29(c), (f), (g), (h) and (i) of the Pooling and Servicing Agreement with respect to the Serviced Companion Loans.
The Primary Servicer shall provide any reports and notices that it prepares or are in its possession as required under Section 3.29(i)
of the Pooling and Servicing Agreement to the Serviced Companion Noteholders and shall copy the Master Servicer electronically in a manner
reasonably agreed to by the Master Servicer and Primary Servicer.


 


(33)       [Reserved]



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(31)       Section
3.30 is not incorporated herein. The Primary Servicer shall not initiate or become involved in any claim or litigation that falls
within the scope of Loan-Related Litigation. The Primary Servicer shall promptly, but in any event no later than five (5) Business Days
of the Primary Servicer receiving service of such Loan-Related Litigation, provide written notice thereof to the Master Servicer. Notwithstanding
the foregoing, the Primary Servicer shall retain the right to make determinations relating to claims or counter-claims against or on
behalf of the Primary Servicer subject to Section 3.30(g) of the Pooling and Servicing Agreement and the rights of the Special
Servicer set forth therein, which shall apply to the Primary Servicer to the extent such provisions apply to the Master Servicer.


 


(32)       Section
3.33.


 


(33)       Section
4.01(k) is not incorporated herein. The Primary Servicer shall make withdrawals and payments from the Primary Servicer Companion Distribution
Account in the following order of priority:


 


(i)       to
pay to the Primary Servicer, any amounts deposited by the Primary Servicer in the Primary Servicer Companion Distribution Account not
required to be deposited therein;


(ii)       to
pay to the Master Servicer, two (2) Business Days before the related Serviced Whole Loan Remittance Date, to the extent permitted under
the related Intercreditor Agreement and not otherwise previously reimbursed, any amounts payable or reimbursable to the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, pursuant to Section 8.05
of the Pooling and Servicing Agreement based on information provided by the Master Servicer to the Primary Servicer no later than one
Business Day prior to such remittance, to the extent any such amounts relate solely to the Serviced Whole Loan related to the Serviced
Companion Loans, and such amounts are to be paid by the related Serviced Companion Noteholder pursuant to the related Intercreditor Agreement;


(iii)       to
pay, on the related Serviced Whole Loan Remittance Date, all amounts remaining in the Primary Servicer Companion Distribution Account
related to the Serviced Companion Loans to the related Serviced Companion Noteholder, in accordance with the related Intercreditor Agreement;
and


(iv)       to
clear and terminate the Primary Servicer Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01
of the Pooling and Servicing Agreement.


The Primary Servicer shall
keep and maintain separate accounting records, on a loan-by-loan basis, reflecting amounts allocable to the Serviced Companion Loans,
and on a property-by property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer
Companion Distribution Account. Upon reasonable written request, the Primary Servicer shall provide to the Master Servicer a copy of such
records.



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Any Late Collections received
by the Primary Servicer from the related Mortgagor that are allocable to a Serviced Companion Loan (or, if such Serviced Companion Loan
has been securitized, reimbursable to the Other Master Servicer or Other Trustee under the related Other PSA) shall be remitted by the
Primary Servicer to the holder thereof (or such Other Master Servicer or Other Trustee) within two (2) Business Days of receipt of properly
identified and available funds.


(34)       Section
4.03 is not incorporated herein. The Primary Servicer shall not be permitted to make P&I Advances.


 


(35)       Section
6.01(a). Section 6.01(a)(i) of the Pooling and Servicing Agreement shall be deemed modified to read “The Primary Servicer
is a Delaware limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware,
and the Primary 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.” The Primary Servicer hereby represents and warrants, as of the date hereof, that
(i) each insurance policy and fidelity bond referenced in Section 3.07(c) of the Pooling and Servicing Agreement names the Master
Servicer as a loss payee; and (ii) the Primary Servicer is authorized to transact business in the state or states in which the Mortgaged
Properties for the Mortgage Loans are situated, if and to the extent required by applicable law to the extent necessary to ensure the
enforceability of the Mortgage Loans or compliance with its obligations under this Agreement and the Master Servicer’s obligations
under the Pooling and Servicing Agreement.


 


(36)       Sections
11.01, 11.02, 11.03, 11.04, 11.05, 11.06, 11.07, 11.09, 11.10, 11.11, 11.12 and 11.15. The Primary Servicer shall cooperate fully
with the Master Servicer and deliver to the Master Servicer any and all statements, reports, certifications, records and any other information
in its possession and necessary in the good faith determination of the Master Servicer, the Certificate Administrator, the Trustee, the
Depositor or Other Depositor to permit the Depositor or Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan, as applicable, to comply with the provisions of Regulation AB and the Master Servicer to comply with its obligations under
Article XI of the Pooling and Servicing Agreement, together with such disclosures relating to the Primary Servicer, or the servicing
of the Mortgage Loans and/or Serviced Companion Loans, reasonably believed by the Depositor, the related Other Depositor, the Certificate
Administrator or the Master Servicer to be necessary in order to effect such compliance. For purposes of this Section 3.01(c)(39)
of this Agreement, references to the Trustee, the Certificate Administrator, the Depositor, the Other Depositor, the Other Trustee or
the Other Certificate Administrator in Article XI of the Pooling and Servicing Agreement shall not be deemed to be references to
the Master Servicer but shall remain references to the Trustee, the Certificate Administrator, the Depositor, the Other Depositor, the
Other Trustee or the Other Certificate Administrator, as applicable; provided that the Primary Servicer shall copy the Master Servicer
on any notice, certificate or information provided to the Trustee, the Certificate Administrator, the Depositor, the Other Depositor,
the Other Trustee or the Other Certificate Administrator pursuant to this Section 3.01(c)(39) of this Agreement.


 


With respect to any period that
the Primary Servicer is a Servicing Function Participant or a servicer as contemplated by Item 1108(a)(2) of Regulation AB, the Primary
Servicer shall perform all obligations under Section 11.02 applicable to a servicer as contemplated by Item 



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1108(a)(2) of Regulation AB (including, without limitation,
any obligation or duty the Master Servicer is required under Section 11.02 to cause (or use commercially reasonable efforts to
cause) a Servicing Function Participant or such a servicer as contemplated by Item 1108(a)(2) of Regulation AB to perform).


 


Any Additional Form 10-D Disclosure
and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered to the Master Servicer
(and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor, the Certificate Administrator,
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loans or a party that services, specially services or is trustee or custodian for a Serviced Companion Loans)) within the time provided
in Section 11.04 of the Pooling and Servicing Agreement. The Primary Servicer shall reasonably cooperate with the Master Servicer
and the Depositor pursuant to Section 11.04(c) of the Pooling and Servicing Agreement with respect to any CREFC®
Schedule AL File provided by the Primary Servicer.


 


Any Additional Form 10-K Disclosure
and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered to the Master Servicer
(and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor, the Certificate Administrator,
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loans or a party that services, specially services or is trustee or custodian for a Serviced Companion Loans)) on or before the fifth
(5th) Business Day preceding March 1st of each year, commencing February 22, 2022.


 


The Primary Servicer (without
regard to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer) shall provide
a Performance Certification described in Section 11.06 of the Pooling and Servicing Agreement (on which the Master Servicer and
its officers, directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer on or before
the fifth (5th) Business Day preceding March 1st of each year, commencing February 22, 2022. If the Primary Servicer
is a Servicing Function Participant, such Performance Certification shall also be provided to each affected Certifying Person by the time
required by the Pooling and Servicing Agreement, and if the Primary Servicer is not a Servicing Function Participant, such Performance
Certification shall be delivered only to the Master Servicer. In addition, the Primary Servicer (a) shall provide such information and
assistance as may be reasonably required to cooperate with the Master Servicer in complying with Section 11.06 of the Pooling and
Servicing Agreement and (b) shall cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its
certification under Section 11.06 of the Pooling and Servicing Agreement.


 


Any Form 8-K Disclosure Information
and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered to the Master Servicer,
the Depositor, the Certificate Administrator, each Other Depositor and each Other Certificate Administrator (to the extent the notice
and/or information relates to a Serviced Companion Loans or a party that services, specially services or is trustee or custodian for a
Serviced Companion Loans) within the time provided in Section 11.07 of the Pooling and Servicing 



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Agreement.


 


The Primary Servicer
(without regard to whether the Primary Servicer is an Additional Servicer or Servicing Function Participant) shall deliver its
Officer’s Certificate required by Section 11.09 of the Pooling and Servicing Agreement to the Master Servicer on or
before the fifth (5th) Business Day preceding March 1st of each year, commencing February 22, 2022. If the
Primary Servicer is an Additional Servicer or Servicing Function Participant, the Primary Servicer shall also deliver such
Officer’s Certificate to the Certificate Administrator, the Trustee, Depositor, the 17g-5 Information Provider, 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 Loans) within the time provided in Section 11.09, and
if the Primary Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s Certificate shall be
delivered only to the Master Servicer.


 


The Primary Servicer (without
regard to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer) shall deliver
the items required under Sections 11.10 and 11.11 of the Pooling and Servicing Agreement regarding itself (the “report
on an assessment of compliance with Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer
on or before the fifth (5th) Business Day preceding March 1st of each year, commencing February 22, 2022. If the
Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer, the report on an assessment of compliance
with Relevant Servicing Criteria and accountants’ report shall also be delivered to the Certificate Administrator, the Trustee,
Depositor, the 17g-5 Information Provider, 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 Loans) within the
time provided in Sections 11.10 and 11.11 of the Pooling and Servicing Agreement, and if the Primary Servicer is not an
Servicing Function Participant, a Reporting Servicer or Additional Servicer, the report on an assessment of compliance with Relevant Servicing
Criteria and accountants’ report shall be delivered only to the Master Servicer.


 


Section 11.12 of the Pooling
and Servicing Agreement shall be incorporated herein and apply to the Primary Servicer for so long as the Primary Servicer is a Servicing
Function Participant or an Additional Servicer to the same extent such section applies to the Master Servicer. The Primary Servicer shall
indemnify and hold harmless the Master Servicer, each Certification Party and any director, officer, representative, agent, member, manager,
employee or Affiliate of the Master Servicer or any Certification Party, from and against any expenses, losses, claims, damages and other
liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or
litigation arising out of subsections (i)-(iii) in the first paragraph of Section 11.12 of the Pooling and Servicing Agreement.
To the extent the Primary Servicer is an Affected Reporting Party, the Primary Servicer shall comply with the requirements set forth in
Section 11.12 and incorporated herein by reference, including, but not limited to, obtaining the consent of the Depositor, any
Other Depositor and the Master Servicer (in each case, 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 and copying the
Master Servicer on 



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all material communications with the Commission or
its staff. All reasonable out-of-pocket costs and expenses incurred by the Depositor, any Other Depositor and the Master Servicer (including
reasonable legal fees and expenses of outside counsel to the Depositor, any Other Depositor and the Master Servicer) in connection with
the foregoing and any amendments to any reports filed with the Commission or its staff therewith shall be promptly paid by the Primary
Servicer upon receipt of an itemized invoice from the Depositor, any Other Depositor and/or the Master Servicer, as applicable.


 


The Primary Servicer shall reasonably
cooperate with the Master Servicer and each other party listed in Section 11.15 of the Pooling and Servicing Agreement in accordance
with Section 11.15 of the Pooling and Servicing Agreement. If any Serviced Companion Loans constitutes a Serviced Securitized Companion
Loan, the Primary Servicer shall provide to the Master Servicer all information, reports, statements and certificates with respect to
the Primary Servicer and such Serviced Companion Loans comparable to any information, reports, statements or certificates required to
be provided by the Master Servicer pursuant to Section 11.15 of the Pooling and Servicing Agreement, even if the Primary 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 no later than five (5) Business Days prior to the date on
which the Master Servicer is required to deliver its comparable information, reports, statements or certificates pursuant to Section
11.15 of the Pooling and Servicing Agreement.


 


If any Mortgaged Property that
secures a Serviced Companion Loans is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB), the Primary
Servicer shall comply with Section 11.15(h) of the Pooling and Servicing Agreement and shall deliver such information and reports as provided
therein to the Master Servicer at least five (5) Business Days before the Master Servicer must deliver such items.


 


Subject to other provisions of
this Agreement restricting the right of the Primary Servicer to retain subservicers or subcontractors, the provisions of Article XI
regarding retaining a “Sub-Servicer,” “Subcontractor,” “Additional Servicer” or “Servicing Function
Participant” shall be applicable to any sub-servicer, subcontractor or agent hired by the Primary Servicer to perform any of its
obligations hereunder and the Primary Servicer shall comply with such provisions.


 


The Primary Servicer shall indemnify
and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees,
claims, fees and expenses and related costs, judgments and other costs 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 this Agreement, (b) negligence, bad faith or willful misconduct on its part in the performance
of its obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b) of the Pooling and Servicing Agreement)
to identify a Servicing Function Participant pursuant to Section 11.02(c) of the Pooling and Servicing Agreement, or (d) delivery
of any Deficient Exchange Act Deliverable.


 


If the indemnification provided
for in this Section 3.01(c)(39) is unavailable or 



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insufficient to hold harmless any Certification Party,
the Master Servicer, the Depositor or any employee, director or officer of the Depositor, then the Primary Servicer shall contribute
to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party
in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Primary Servicer
on the other in connection with a breach of the Primary Servicer’s obligations pursuant to this Section 3.01(c)(39).


 


(37)       Sections
12.01(b)(i)-(ii). The Primary Servicer shall provide all reasonable cooperation (with respect to information regarding the Mortgage
Loans in the Primary Servicer’s possession) to enable the Master Servicer to provide the information required pursuant to Sections
12.01(b)(i)-(ii) of the Pooling and Servicing Agreement.


 


Section 3.02Merger or Consolidation
of the Primary Servicer.


 


The Primary Servicer shall keep
in full effect its existence, rights and franchises as a national banking association under the laws of the United States of America.
The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for
the Mortgage Loans and the Serviced Companion Loans are situated, if and to the extent required by applicable law, except where the failure
to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of
this Agreement.


 


Any Person into which the Primary
Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary
Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the
successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be
a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or
states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be
an approved servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD-approved servicer, (iii) must be acceptable to the Master
Servicer, which consent may not be unreasonably withheld, and (iv) shall have assumed in writing the obligations of the Primary Servicer
under this Agreement. Notwithstanding the foregoing, the Primary Servicer may not remain the Primary Servicer 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 that (i) the Primary Servicer 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 under the Pooling and Servicing Agreement or (ii) the Depositor consents to such merger, consolidation or transfer, which
consent shall not be unreasonably withheld.


 


Section 3.03Limitation on Liability
of the Primary Servicer and Others.


 


Neither the Primary Servicer nor
any of the officers, employees or affiliates, agents of the 



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Primary Servicer shall be under any liability to
the Master Servicer any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against any breach
of representations or warranties made herein, or against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance
of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and
any officer, employee or agent of the Primary Servicer may rely in good faith on any document of any kind which, prima facie, is properly
executed and submitted by any Person respecting any matters arising hereunder. The Primary Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action unless such action relates to its respective duties under this Agreement and which
in its opinion does not expose it to any expense or liability not recoverable from the Trust Fund; provided, however, the Primary Servicer
may, with the consent of the Master Servicer, 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. In such event, to the extent that the legal
expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom are reimbursable, and are
reimbursed to the Master Servicer, by the Trust Fund pursuant to the Pooling and Servicing Agreement, the Primary Servicer shall be entitled
to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.04 of the Pooling and Servicing
Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense, incurred
in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense (including legal fees and expenses) incurred by the Primary Servicer that are
specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms of the Primary Servicing
Agreement or (ii) that are incurred by reason of (A) a breach of any representation or warranty by Primary Servicer or (B) willful misconduct,
bad faith, or negligence of Primary Servicer in the performance of duties under the this Agreement or negligent disregard of obligations
and duties under the Primary Servicing Agreement. The Primary Servicer shall not have any rights of indemnification out of the Trust
Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted
to indemnification from the Trust Fund under the Pooling and Servicing Agreement.


 


Section 3.04Primary Servicer
Not to Resign.


 


The Primary Servicer shall not
resign from the obligations and duties hereby imposed on it except by sixty (60) days prior written notice to the Master Servicer, or
upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by
the Primary Servicer. Any such determination permitting the resignation of the Primary Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Master Servicer, which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer.


 


Section 3.05No Transfer or Assignment
of Servicing.



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With respect to the responsibility
of the Primary Servicer to service the Mortgage Loans and the Serviced Companion Loans hereunder, the Primary Servicer acknowledges that
the Master Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities,
plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any
way limiting the generality of this Section 3.05, the Primary Servicer shall not either assign or transfer this Agreement or the
servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(27)
of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval
of the Master Servicer, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to any assignment
or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary Servicing Rights”),
the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Servicing Rights. The Primary
Servicer may also solicit bids from any other parties independent of the Primary Servicer. If the Master Servicer offers the highest
purchase price for such Primary Servicing Rights, then the Master Servicer shall be provided the opportunity to purchase such Primary
Servicing Rights for such purchase price.


 


Section 3.06Indemnification.


 


The Master Servicer and the Primary
Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of the Primary Servicer, and the
Primary Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) from
and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses that the Master Servicer, in the case of the Primary Servicer, and the Primary Servicer,
in the case of the Master Servicer, may sustain arising from or as a result of any willful misconduct, bad faith, fraud or negligence
of the Master Servicer or Primary Servicer, as applicable, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Master Servicer or Primary Servicer, as applicable, of its duties and obligations hereunder or by
reason of breach of any representations or warranties made herein; provided, that such indemnity shall not cover indirect or consequential
damages. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability
of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except
to the extent of actual prejudice. Section 3.06 of this Agreement shall survive the termination of this Agreement and the termination
or resignation of the Master Servicer or the Primary Servicer.


 


ARTICLE IV




DEFAULT


 


Section 4.01Events of Default.


 


In case one or more of the following
events (each, an “Event of Default”) by the Primary 



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Servicer shall occur and be continuing, that is to say:


 


(a)       any
failure by the Primary Servicer to deposit into the Primary Servicer Collection Account, the Primary Servicer Companion Distribution
Account or any Servicing Account, or to deposit into, or to remit to the Master Servicer for deposit into, the Collection Account or
remit to the Serviced Companion Noteholders on the dates and at the times required by this Agreement, any amount required to be so deposited
or remitted under this Agreement; provided, however, that the Primary Servicer will have one (1) Business Day to remedy a failure to
make such a deposit or remittance on the date and at the time required by this Agreement; or


 


(b)       any
failure on the part of the Primary Servicer to (i) timely provide to the Servicer the certification called for on Exhibit E
attached hereto as required by this Agreement, or (ii) timely provide to the Master Servicer the Collection Report which failure continues
unremedied for one (1) Business Day; or


 


(c)       the
Primary Servicer shall fail three (3) times within any one (1) year period to timely provide to the Master Servicer any Collection Report,
CREFC® Loan Periodic Update File, CREFC® Schedule AL File, CREFC® Property File, CREFC®
Financial File, CREFC® Comparative Financial Status Report, CREFC® Loan Level Reserve/LOC Report, CREFC®
Delinquent Loan Status Report, CREFC® Servicer Watch List, CREFC® NOI Adjustment Worksheet, the CREFC®
Total Loan Report or CREFC® Operating Statement Analysis Report within one (1) Business Day following the date on which
it is due; or


 


(d)       any
failure by the Primary Servicer duly to observe or perform in any material respect any of its other covenants or obligations under this
Agreement (other than those addressed in another clause of this Section 4.01), which failure continues unremedied for a period
of twenty-five (25) days (or (i) with respect to any year that a report on Form 10-K is required to be filed, three (3) Business Days
in the case of the Primary Servicer’s obligations contemplated by Article XI of the Pooling and Servicing Agreement (as incorporated
or restated in this Agreement) or (ii) 10 days in the case of failure to pay the premium for any insurance policy required to be force
placed by the Primary Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid
the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required
insurance coverage) after written notice of such failure, requiring the same to be remedied, has been given to the Primary Servicer by
the Master Servicer; provided, however, if that failure (other than a failure that results in the commencement of foreclosure proceedings
for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) is capable of being cured
and the Primary Servicer has provided the Master Servicer with an Officer’s Certificate certifying that it has diligently pursued,
and is continuing to diligently pursue, a full cure, such twenty-five (25) day period shall be extended for an additional thirty (30)
days; or


 


(e)       any
breach on the part of the Primary Servicer of any representation or warranty contained in Section 6.01(a) of the Pooling and Servicing
Agreement as incorporated herein, which materially and adversely affects the interests of the Master Servicer or any Class of Certificateholders
or any Serviced Companion Noteholder and which continues unremedied for 



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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 Primary Servicer by the Master Servicer;
provided, however, if that breach is capable of being cured and the Primary Servicer has provided the Master Servicer with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to diligently pursue, a full cure, such thirty (30) day period
shall be extended for an additional thirty (30) days; or


 


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


 


(g)       the
Primary 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 Primary Servicer or
of or relating to all or substantially all of its property; or


 


(h)       the
Primary 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


 


(i)       the
Primary Servicer shall assign or transfer or attempt to assign or transfer all or part of its rights and obligations hereunder except
as permitted by this Agreement; or


 


(j)       KBRA
(or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded or
withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,
or (B) placed one or more Classes of Certificates, or Serviced Pari Passu Companion Loan Securities, as applicable, on “watch status”
in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Primary Servicer as the sole
or a material factor in such rating action; or


(k)       the
Primary Servicer is no longer rated at least “CPS3” by Fitch and the Primary Servicer is not reinstated to at least that rating
within sixty (60) days of the delisting; or


 


(l)       if
the Primary Servicer is added to S&P's Select Servicer List as a "U.S. Commercial Mortgage Primary Servicer”, and the Primary
Servicer is subsequently removed from S&P’s Select Servicer List as a “U.S. Commercial Mortgage Primary Servicer”
and is not restored to such status on such list within 60 days; or



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(m)       (1)
the Primary Servicer fails 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 the Pooling and Servicing Agreement or under this Agreement or to the master servicer
under any other pooling and servicing agreement that the Depositor is a party to, or (2) the Primary Servicer fails to perform in
any material respect any of its covenants or obligations contained in this Agreement regarding creating, obtaining or delivering any
Exchange Act reporting items required under this Agreement or for any party to the Pooling and Servicing Agreement to perform its obligations
under Article XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor
is a party to.


 


If any Event of Default
shall occur and be continuing, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the
Master Servicer may terminate, by notice in writing to the Primary Servicer, all of the rights and obligations of the Primary Servicer
as Primary Servicer under this Agreement and in and to the Mortgage Loans and the Serviced Companion Loans and the proceeds thereof. From
and after the receipt by the Primary Servicer of such written notice, all authority and power of the Primary Servicer under this Agreement,
whether with respect to the Mortgage Loans, the Serviced Companion Loans or otherwise, shall pass to and be vested in the Master Servicer
pursuant to and under Section 4.01 of this Agreement, and, without limitation, the Master Servicer is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Primary Servicer, 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, the Serviced Companion Loans and
related documents, or otherwise. The Primary Servicer hereby acknowledges that the Serviced Companion Noteholder shall be entitled to
direct the Master Servicer to replace the Primary Servicer with a successor sub-servicer for the Serviced Whole Loan pursuant to Section
7.01(f) of the Pooling and Servicing Agreement (the “Successor Sub-Servicer”) following an Event of Default with
respect to such Serviced Whole Loan. The Primary Servicer agrees that if it is terminated pursuant to Section 4.01 of this Agreement,
it shall promptly (and in any event no later than five (5) Business Days subsequent to its receipt of the notice of termination) provide
the Master Servicer or the Successor Sub-Servicer, if applicable, with all documents and records (including, without limitation, those
in electronic form) requested by it to enable it to assume the Primary Servicer’s functions hereunder, and shall cooperate with
the Master Servicer or the Successor Sub-Servicer, if applicable, in effecting the termination of the Primary Servicer’s responsibilities
and rights hereunder and the assumption by a successor of the Primary Servicer’s obligations hereunder, including, without limitation,
the transfer within one (1) Business Day to the Master Servicer or the Successor Sub-Servicer, if applicable, for administration by it
of all cash amounts which shall at the time be or should have been credited by the Primary Servicer to the Primary Servicer Collection
Account, the Primary Servicer Companion Distribution Account, the Collection Account, any Servicing Account, or any REO Account, or thereafter
be received with respect to the Mortgage Loans, the Serviced Companion Loans or any REO Property (provided, however, that the Primary
Servicer shall 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, and it and its directors, officers, employees and agents shall continue to be entitled to the 



    27


     


    

benefits of Section 3.03
of this Agreement notwithstanding any such termination).


 


In addition to
any other rights the Master Servicer may have hereunder, if the Primary Servicer fails to remit to the Master Servicer any amounts
when required to be remitted hereunder, the Primary Servicer shall pay to the Master Servicer interest on the amount of such late
remittance at the Prime Rate, applied on a per diem basis for each day such remittance is late (i.e., said per annum rate divided by
365 multiplied by the number of days late); but in no event shall such interest be greater than the maximum amount permitted by
law.


 


Section 4.02Waiver of Defaults.


 


The Master Servicer
may waive any default by the Primary Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver
of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived.


 


Section 4.03Other Remedies of Master
Servicer.


 


During the continuance
of any Event of Default, so long as such Event of Default shall not have been remedied, the Master Servicer, in addition to the rights
specified in Section 4.01 of this Agreement, shall have the right, in its own name, to take all actions now or hereafter existing
at law, in equity or by statute to enforce its rights and remedies (including the institution and prosecution of all judicial, administrative
and other proceedings and the filing of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative
and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or
shall be deemed to be a waiver of any Event of Default.


 


ARTICLE V




TERMINATION


 


Section 5.01Termination.


 


Except as otherwise
specifically set forth herein, the rights, obligations and responsibilities of the Primary Servicer shall terminate (without payment of
any penalty or termination fee): (i) upon the later of the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan and the disposition of all REO Property and the remittance of all funds due hereunder; (ii) by mutual consent of
the Primary Servicer and the Master Servicer in writing; (iii) pursuant to Section 5.02 of this Agreement; (iv) at the option of
any purchaser of one or more Mortgage Loans pursuant to the Pooling and Servicing Agreement, upon such purchase and only with respect
to such purchased Mortgage Loan or Mortgage Loans, subject to the Primary Servicer’s rights to retain any accrued and unpaid fees




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and expenses; or (v) upon termination of the Pooling and Servicing Agreement.


 


Section 5.02Termination With Cause.





 


The Master Servicer
may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the Mortgage Loans
or the Serviced Companion Loans, as provided in Section 4.01 of this Agreement upon the occurrence of an Event of Default. For
the avoidance of doubt, the Primary Servicer will no longer perform the obligations of the Master Servicer as Companion Paying Agent if
terminated as the Primary Servicer with respect to the Serviced Whole Loan.


 


Any notice of termination
shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of this Agreement.


 


Section 5.03Termination of Duties with Respect
to Specially Serviced Loans.


 


At such time as any
Mortgage Loan or Serviced Companion Loans becomes a Specially Serviced Loan, the obligations and duties of the Primary Servicer set forth
herein with respect to such Specially Serviced Loan that are required to be performed by the Special Servicer under the Pooling and Servicing
Agreement shall cease in accordance with Section 3.01(c) of this Agreement. The Primary Servicer shall continue to perform all
of its duties hereunder with respect to the Specially Serviced Loans to the extent set forth in Section 3.01 of this Agreement.
If a Specially Serviced Loan becomes a Corrected Loan, the Primary Servicer shall commence servicing such Corrected Loan pursuant to the
terms of this Agreement.


 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.01Successor to the Primary
Servicer.


 


Contemporaneously with the termination
of the Primary Servicer’s responsibilities and duties under this Agreement pursuant to Section 3.04, 4.01, 5.01
or 5.02 of this Agreement, the Master Servicer shall (i) succeed to and assume all of the Primary Servicer’s responsibilities,
rights, duties and obligations under this Agreement, or (ii) appoint a successor which satisfies the criteria for a successor Primary
Servicer in Section 3.02 of this Agreement and which shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Primary Servicer under this Agreement accruing following the termination of the Primary Servicer’s responsibilities,
duties and liabilities under this Agreement.


Section 6.02Financial Statements.


 


The Primary Servicer shall, upon
the request of the Master Servicer, make available its publicly available financial statements and other records relevant to the performance
of the Primary Servicer’s obligations hereunder.


 


Section 6.03Closing.



    29


     


    

 


The closing for the commencement
of the Primary Servicer to perform the servicing responsibilities under this Agreement with respect to the Mortgage Loans and the Serviced
Companion Loans shall take place on the Closing Date. At the Master Servicer’s option, the closing shall be either by telephone,
confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.


 


The closing shall be subject to the execution and delivery
of the Pooling and Servicing Agreement by the parties thereto.


 


Section 6.04Closing Documents.


 


The Closing Documents shall consist of all of the following documents:


 


(a)       to be provided
by the Primary Servicer:


 


(1)
this Agreement executed by the Primary Servicer;


 


(2)
an Officer’s Certificate of the Primary Servicer, dated the Closing Date and in the form of Exhibit B hereto, including
all attachments thereto;


 


(3)
Reserved; and


 


(4)
the account certifications in the form of Exhibit F hereto required by Section 3.01(c)(4) and (7) of this
Agreement, fully completed; and


 


(b)       to be provided by
the Master Servicer:


 


(1)
this Agreement executed by the Master Servicer; and


 


(2)
the Mortgage Loan Schedule, with one copy to be attached to each counterpart of this Agreement as Exhibit
A hereto; and


 


(3)
the Pooling and Servicing Agreement substantially in the form of Exhibit C hereto.


 


 


Section 6.05Notices.


 


Except as provided herein, all
demands, notices, consents and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered
to the following addresses:


 


(i)       if to the Master
Servicer:


 


Wells Fargo Bank, National Association



    30


     


    

 Commercial Mortgage
Servicing


Three Wells Fargo


401 S. Tryon Street, 8th Floor 





MAC D1050-084


Charlotte, North Carolina 28202


Reference: BBCMS 2021-C11 Asset Manager


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department


301 South College St.


D1053-300


Charlotte, North Carolina 28202


Reference: Commercial Mortgage Servicing Legal Support


 


With a copy to:


 


K&L Gates LLP


300 South Tryon St., Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


(ii)       if to the Primary
Servicer:


 


SCP Servicing, LLC


465 North Halstead Street, Suite 105

Pasadena, California 91107

Attention: Vartan Derbedrossian


 


with a copy to


 


SCP Servicing, LLC

465 North Halstead Street, Suite 105

Pasadena, CA 91107

Attention: Boyega Adelekan

Facsimile number: (888) 947-3232

E-mail: Boyega.Adelekan@sabal.com


 


or such other address as may hereafter be furnished to the other
party by like notice.


 


Section 6.06Severability Clause.


 


Any part, provision, representation
or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition 



    31


     


    

or unenforceability in any jurisdiction as to any
Mortgage Loan or Serviced Companion Loans shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the
economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a structure the economic
effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.


 


Section 6.07Counterparts.


 


This Agreement may be executed
simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute
one and the same instrument.


 


Section 6.08Governing Law.


 


This Agreement and
any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship of the parties, and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by the laws of the State of New York without
regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.


 


Section 6.09Protection of Privileged
Information.


 


If the Primary Servicer
receives Privileged Information from the Master Servicer with a notice stating that such information is Privileged Information, the Primary
Servicer shall not disclose such Privileged Information to any Person without the prior written consent of the Master Servicer.


 


Section 6.10Intention of the Parties.


 


It is the intention
of the parties that the Master Servicer is conveying, and the Primary Servicer is receiving, only a contract for servicing the Mortgage
Loans and the Serviced Companion Loans. Accordingly, the parties hereby acknowledge that the Trustee remains the sole and absolute beneficial
owner of the Mortgage Loans and all rights related thereto and that the Serviced Companion Noteholder remains the sole and beneficial
owner of the Serviced Companion Loans and all rights related thereto.


 


Section 6.11Third Party Beneficiary.


 


The Trustee, for the
benefit of the Certificateholders and the Serviced Companion Noteholder, and the Trustee, as holder of the Lower-Tier Regular Interests,
shall be a third party beneficiary under this Agreement, provided that, except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer hereunder as contemplated by Section 6.12 of this Agreement, none of the Depositor, the Certificate Administrator,
the Trustee, the Operating 



    32


     


    

Advisor, the Asset Representations Reviewer,
the Trust, the Special Servicer, or any Certificateholder shall have any duties, liabilities or obligations under this Agreement.


 





Section 6.12Successors and Assigns;
Assignment of Agreement.


 


This Agreement shall
bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors and
assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Primary
Servicer to a third party except as otherwise specifically provided for herein. This Agreement may be assumed by the Trustee if the Trustee
has assumed the duties of the Master Servicer or any successor Master Servicer, without cost or obligation to the assuming party or the
Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose prior to the date of assumption, of
the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement (it being understood that any such obligations
shall be the obligations of the terminated Master Servicer only).


 


Section 6.13Waivers.


 


No term or provision
of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such
waiver or modification is sought to be enforced.


 


Section 6.14Exhibits.


 


The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this Agreement.


 


Section 6.15General Interpretive Principles.


 


The article and section headings are for
convenience of a reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section 6.16Complete Agreement.


 


This Agreement embodies
the complete agreement between the parties regarding the subject matter hereof and may not be varied or terminated except by a written
agreement conforming to the provisions of Section 6.18 of this Agreement. All prior negotiations or representations of the parties
are merged into this Agreement and shall have no force or effect unless expressly stated herein.


 


Section 6.17Further Agreement.


 


The Primary Servicer
and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments
or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.



    33


     


    




 


Section 6.18Amendments.


 


This Agreement may
only be amended with the consent of the Primary Servicer and the Master Servicer. No amendment to the Pooling and Servicing Agreement
that purports to change the rights or obligations of the Primary Servicer hereunder or under the Pooling and Servicing Agreement shall
be effective against the Primary Servicer without the express written consent of the Primary Servicer.


 


 


[Remainder of Page Intentionally Left Blank]




    34


     


    

IN WITNESS WHEREOF, the Primary
Servicer and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto duly authorized as
of the date first above written.


 


 





 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	 
	 	 By:  	/s/ Amanda Perkins
	 	 	Name:  	Amanda Perkins
	 	 	Title: 	Vice President
	 	 	 	 


 



 


 


 




     


     


    

 





 


	 	SCP SERVICING, LLC
	 	 
	 	 
	 	 By:  	/s/ Vartan Derbedrossian
	 	 	Name:  	Vartan Derbedrossian
	 	 	Title: 	Chief Servicing Officer
	 	 	 	 


 



 


 




     


     


    

EXHIBIT A




MORTGAGE LOAN SCHEDULE


 


 


MORTGAGE LOANS


 


	Loan No. / Property No.	Loan Seller	Property Name	Approximate Cut-off Date Balance	Primary Servicing Fee
	16	Sabal	Crystal at Cascade	 17,650,000	0.08000%
	17	Sabal	Darien Business Center	 16,500,000	0.08000%
	27	Sabal	Westshire Townhome Apartments	 10,500,000	0.08000%
	33	Sabal	1133 E. Columbia Ave	 8,500,000	0.08000%
	38	Sabal	College Metcalf	 7,350,000	0.08000%
	41	Sabal	Nailah Commons	 7,000,000	0.08000%
	47	Sabal	Pines At Lawrenceville	 6,500,000	0.08000%
	50	Sabal	222 On Main	 6,000,000	0.08000%
	51	Sabal	Armored Mini Storage	 5,990,591	0.08000%
	56	Sabal	Broadway Square, Phase 1	 5,250,000	0.08000%
	57	Sabal	Windward Gardens	 5,200,000	0.08000%
	59	Sabal	Castle Apartments	 5,200,000	0.08000%
	60	Sabal	Royal Park Apartments	 4,850,000	0.08000%
	62	Sabal	Pinebrook Apartments	 4,500,000	0.08000%
	64	Sabal	Allen Born Shopping Center	 4,400,000	0.08000%
	65	Sabal	Pavlik Professional Center	 4,275,000	0.08000%
	67	Sabal	1331 South Juniper Street	 4,250,000	0.08000%
	69	Sabal	6515-27 N Seeley Ave	 4,225,000	0.08000%
	70	Sabal	Thunderbird Village MHC	 4,200,000	0.08000%
	71	Sabal	909-919 Washington St	 4,160,000	0.08000%
	72	Sabal	376 Larkfield Road	 4,030,000	0.08000%
	73	Sabal	Meadows Pointe	 4,020,000	0.08000%
	75	Sabal	Chuze Fitness Center	 3,950,000	0.08000%
	77	Sabal	White Water Plaza	 3,450,000	0.08000%
	81	Sabal	Gamma Medical	 2,975,000	0.08000%
	83	Sabal	Fort Ventura MHC	 2,874,000	0.08000%
	85	Sabal	Allies Court Townhomes	 2,626,723	0.08000%




    A-1


     


    

 


	87	Sabal	Arnold Point II	 2,359,061	0.08000%
	88	Sabal	Oakwood Court Apartments	 2,350,000	0.08000%
	89	Sabal	Highway 16 Mini Storage	 2,346,268	0.08000%
	90	Sabal	Lakeside Villas Apartments	 2,325,000	0.08000%
	91	Sabal	Carraway RV & Boat Storage	 2,188,360	0.08000%
	92	Sabal	Taco Town Apartments	 2,150,000	0.08000%
	94	Sabal	Houston Self Storage	 2,070,000	0.08000%


 


 


 


SERVICED COMPANION LOANS


 


None.




     


     


    

EXHIBIT B




PRIMARY SERVICER’S OFFICER’S CERTIFICATE


 


I, ___________________, hereby certify
that I am the duly elected of [Primary Servicer],


a corporation organized under the laws of the State
of (the “Primary Servicer”) and further as follows:


 


(i)       Attached
hereto as Exhibit 1 is a true, correct and complete copy of the

articles of incorporation of the Primary Servicer which are in full force and effect on the date hereof and which have been in effect
without amendment, waiver, rescission or modification since


 


(ii)       Attached
hereto as Exhibit 2 is a true, correct and complete copy of the

by-laws of the Primary Servicer which are in effect on the date hereof and which have been in effect without amendment, waiver, rescission
or modification since


 


(iii)       Attached
hereto as Exhibit 3 is an original certificate of good standing of

the Primary Servicer, issued within ten days of the date hereof, and no event has occurred since the date thereof which would impair such
standing.


 


(iv)       Either
(i) no consent, approval, authorization or order of any court or

governmental agency or body is required for the execution, delivery and performance by the Primary Servicer of or compliance by the Primary
Servicer with the Primary Servicing Agreement or the consummation of the transactions contemplated by the Primary Servicing Agreement;
or (ii) any required consent, approval, authorization or order has been obtained by the Primary Servicer.


 


(v)       Neither
the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Primary Servicing Agreement, conflicts or
will conflict with or results or will result in a breach of or constitutes or will constitute a default under the charter or by-laws of
the Primary Servicer, the terms of any indenture or other agreement or instrument to which the Primary Servicer is a party or by which
it is bound or to which it is subject, or any statute or order, rule, regulation, writ, injunction or decree of any court, governmental
authority or regulatory body to which the Primary Servicer is subject or by which it is bound.


 


(vi)       There
is no action, suit, proceeding or investigation pending or to the best of my knowledge threatened against the Primary Servicer which,
in our judgment, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations,
financial conditions, properties or assets of the Primary Servicer or in any material impairment of the right or ability of the Primary
Servicer to carry on its business substantially as now conducted or in any material liability on the part of the Primary Servicer or which
would draw into question the validity of the Primary Servicing Agreement or of any action taken or to be taken in connection with the
transactions contemplated hereby, or which would be likely to impair materially the ability of the Primary Servicer to perform under the
terms of the Primary Servicing Agreement.




    B-1


     


    

 


(viii)       Each
person listed on Exhibit 5 attached hereto who, as an officer or representative of
the Primary Servicer, signed the Primary Servicing Agreement and any other document delivered prior hereto or on the date hereof in connection
with the Primary Servicing Agreement, was, at the respective times of such signing and delivery, and is now, a duly elected or appointed,
qualified and acting officer or representative of the Primary Servicer, who holds the office set forth opposite his or her name on Exhibit
5, and the signatures of such persons appearing on such documents are their genuine signatures.


 


(ix)       The
Primary Servicer is duly authorized to engage in the transactions described and contemplated in the Primary Servicing Agreement.




    B-2


     


    

IN WITNESS WHEREOF, I have hereunto
signed my name and affixed the seal of the Primary Servicer.


 


Dated: ______________________________      By_______________


Name:____________


[Seal]                                              Title: [Vice] President


 


 


 


 


 


I, ____________________, an [Assistant] Secretary of [Primary
Servicer], hereby certify


that___________________________ is the duly elected,
qualified and acting [Vice] President of


the Primary Servicer and that the signature appearing above is [her] [his]
genuine signature.


 


IN WITNESS WHEREOF, I have hereunto signed my name.


 


Dated: ______________________________      By_______________


Name:____________


[Seal]                                              Title: [Vice] President



 


 




    B-3


     


    

EXHIBIT 5 


 


To


 


Primary Servicer’s Officer’s Certificate


 


	Name	Title	Signature
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




    B-4


     


    

EXHIBIT C 




POOLING AND SERVICING AGREEMENT




Previously delivered.




    C-1


     


    

EXHIBIT D


 


RESERVED


 


 


 




    D-1


     


    

EXHIBIT E


 


QUARTERLY SERVICING CERTIFICATION


 


Primary Servicer:


 


RE: BBCMS 2021-C11


 


Pursuant to the Servicing Agreement(s) between Wells
Fargo Bank, National Association and [Primary Servicer], we certify with respect to each mortgage loan and companion loan serviced by
us for Wells Fargo Bank, National Association that, as of the quarter ending, except as otherwise noted below:


 


All taxes, assessments and other governmental charges
levied against the mortgaged premises, ground rents payable with respect to the mortgaged premises, if any, which would be delinquent
if not paid, have been paid.


 


Based on [Primary Servicer’s] monitoring of
the insurance in accordance with the Servicing Standard, all required insurance policies are in full force and effect on the mortgaged
premises in the form and amount and with the coverage required by the Servicing Agreement(s).


 


All necessary action has been taken to continue all
UCC Financing Statements in favor of the originator of each mortgage loan and companion loan or in favor of any assignee prior to the
expiration of such UCC Financing Statements.


 


All reserves are maintained and disbursed in accordance
with the loan documents and no obligation for which a reserve is held has not been completed within the time required by the applicable
document.


 


EXCEPTIONS: _________________________________________________________________


 


 


	_______________________	 	______________________
	Servicing Officer	 	Date



 









    E-1


     


    

 


 


EXHIBIT F 




FORM OF ACCOUNT CERTIFICATION


 


Securitization:____________________________________________________________


 


Primary Servicer: _________________________________________________________


 


______ New Account________ Change
of Account Information






Indicate purpose of account (check all
that apply):


 


	 	Principal & Interest   	 	 	Deposit Clearing
	 	 Taxes & Insurance   	 	 	 Disbursement Clearing
	 	Reserves (non-interest bearing)   	 	 	Suspense
	 	Reserves (interest bearing)	 	 	 



 


Account Number: _________________________________________________________


 


Account Name: ___________________________________________________________


 


Depository Institution (and Branch):


 


Name: ____________________________________________________________


 


Street: ____________________________________________________________


 


City, State, Zip: _____________________________________________________


 


Rating Agency: ______________________Rating: _______________________


Please note that the name of the account must follow the guideline
specifications detailed in the applicable agreement.


 


Prepared by: _____________________________________________________________


 


Signature: _______________________________________________________________


 


Title: ___________________________________________________________________


 


Date: ___________________________________________________________________


 


Telephone: ________________________________Fax: _________________________




    F-1


     


    

EXHIBIT G 




FORM OF

COLLECTION REPORT


 


Series _____


Month of __________________





Loan StatusA
- payment not received but still in grace period


B - late payment but less than 1 month
delinquent


O - Current


1 - One month delinquent


2 - Two months delinquent


3 - Three months delinquent


4 - Assumed Schedule Payment


5 - Prepaid in Full


6 - Specially Serviced Prepared By


7 - in foreclosure Approved
By


9 - REO


10 - DPO


11 - Modification


 


 




    G-1


     


    

EXHIBIT H


 


FORM OF CERTIFICATE OF INSURANCE


 


Primary Servicer:_______________________________________


 


Re: BBCMS 2021-C11


 


Pursuant to the Primary Servicing Agreement(s) between
Wells Fargo Bank, National Association and [Primary Servicer], based on [Primary Servicer’s] monitoring of the insurance in accordance
with the Servicing Standard, we certify with respect to each Mortgage Loan and Serviced Companion Loans serviced by us for Wells Fargo
Bank, National Association that all required insurance policies are in full force and effect on the mortgaged premises in the form and
amount and with the coverage required by the Servicing Agreement(s).


 


 


 


 


	_______________________	 	______________________
	Servicing Officer	 	Date



 




    H-1


     


    

EXHIBIT I


 


NEW LEASE INFORMATION


 


Loan #____________________Property Type:_______________ Tenant:__________________


Property Name/Address:___________________________________________________________


Term (Years, Months):_______ Sq Ft Gross Rentable:_________ Net
Rentable______________


Begin Lease Date: ______________________________________Retail


End Lease Date: _______________________________________Office


Occupancy Date (if diff): ________________________________Other


Minimum Rent____________________________ (S/SF/YR)


 


	 	 	(Mo/Yr)	Escalation:	CPI	Other
	Change to

Change to 

Change to 

Change to	on 

on 

on 

on	
     



	
     

    Percentage Rent

     

    % Amount
	For	% Rent Due:	 
	 	For	 	Monthly
	 	Up to	 	Quarterly
	 	Up to	 	Annually
	Breakpoint	(S/Yr)	Sales Report Due:	 
	 	 	
     

    (Mo/Yr)
	 
	Change to	on	 	Monthly
	Change to	on	 	Quarterly
	Change to	on	 	Annually
	Recoveries	 	 	 
	Taxes	 	Per	 
	Insurance	 	Per	 
	Cam	 	Per	 
	HVAC	 	Per	 
	Adver/Promo	 	Per	 
	 	 	Per	 
	 	 	Per	 
	Management	 	Per	 




    I-1


     


    

Renewal Options


 


Term_______________________ SF_____________________


Minimum rent________________ Gross Rentable___________


% Rent_____________________ Net Rentable____________


 


Landlord Costs


Alterations:________________________________________________________


Commissions:______________________________________________________


Moving Allowances:_________________________________________________


Buyout Clauses:_____________________________________________________


Other:_____________________________________________________________


 


Building Insurance Requirements


Tenant maintains fire & ED on building(s); will need
coverage to renew Does not furnish building coverage


General liability naming landlord mortgagee as additional
insured; will need coverage for review


General liability without mentioning
landlord’s mortgagee; do not need coverage


 


Waiver of Subrogation


N/A


Mutual; will need endorsement


Landlord only; will need endorsement

Tenant only; do not need endorsement


 


Comments:


 


 


 


 


 


 


 


Attachments:


Original Lease


Original Subordination Agreement




    I-2


     


    

EXHIBIT J 


 


MONTHLY SERVICING ACCOUNTS CERTIFICATION


 


Primary Servicer:_______________________________________


 


Re: BBCMS 2021-C11


 


Pursuant to the Servicing Agreement(s)
between Wells Fargo Bank, National Association and the above named Servicer, I certify with respect to each transaction serviced by us,
as noted above, for Wells Fargo Bank, National Association that as of (Determination Date) all collection accounts and servicing accounts
have been properly reconciled and the reconciliations have been reviewed and approved by Servicer’s management, except as otherwise
noted below:


 


EXCEPTIONS:





 


 


 


 



 


	_______________________	 	______________________
	Servicing Officer	 	Date



 

 






    J-1