Exhibit 4.5


 








EXECUTION
VERSION







 


	 









MORGAN
STANLEY CAPITAL I INC.,

as Depositor


 


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

as Master Servicer


 


LNR
PARTNERS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and Asset Representations Reviewer







 





 



 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of July 1, 2019


 







 



 


Morgan
Stanley Capital I Trust 2019-H7,

Commercial Mortgage Pass-Through Certificates

Series 2019-H7


 





	 







 




     


     


    


	 	

                                                

                                               TABLE OF CONTENTS
	 
	 	 	 
	 	 	Page
	 	 	 
	 	ARTICLE I	 
	 	 	 
	 	DEFINITIONS	 
	 	 	 
	Section 1.01	Defined Terms	5
	Section 1.02	Certain Calculations	127
	 	 	 
	 	ARTICLE II	 
	 	 	 
	 	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	 
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	129
	Section 2.02	Acceptance by Trustee	135
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	141
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	156
	Section 2.05	Creation of the Grantor Trust	157
	 	 	 
	 	ARTICLE III	 
	 	 	 
	 	ADMINISTRATION AND SERVICING OF THE TRUST FUND	 
	 	 	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	157
	Section 3.02	Collection of Mortgage Loan Payments	165
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	170
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	175
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	181
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	192
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	194
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	199
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	204
	 	 	 



 


     -i-


     


    
     


	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	208
	Section 3.11	Servicing Compensation	209
	Section 3.12	Inspections; Collection of Financial Statements	219
	Section 3.13	Access to Certain Information	224
	Section 3.14	Title to REO Property; REO Account	238
	Section 3.15	Management of REO Property	240
	Section 3.16	Sale of Defaulted Loans and REO Properties	242
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	249
	Section 3.18	Modifications, Waivers, Amendments and Consents	252
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	261
	Section 3.20	Sub-Servicing Agreements	268
	Section 3.21	Interest Reserve Account	272
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	272
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	273
	Section 3.24	Intercreditor Agreements	276
	Section 3.25	Rating Agency Confirmation	279
	Section 3.26	The Operating Advisor	280
	Section 3.27	Companion Paying Agent	289
	Section 3.28	Companion Register	289
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	290
	Section 3.30	Certain Matters with Respect to Joint Mortgage Loans	292
	Section 3.31	Litigation Control	297
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	301
	Section 3.33	Processing and Consent	301
	Section 3.34	Resignation Upon Prohibited Risk Retention Affiliation	303
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 
	 	 	 
	Section 4.01	Distributions	304
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	314
	Section 4.03	P&I Advances	320
	Section 4.04	Allocation of Realized Losses	323
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	324
	Section 4.06	Grantor Trust Reporting	329
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	330
	Section 4.08	Secure Data Room	333
	 	 	 




     -ii-


     


    
 

	 	ARTICLE V	 
	 	 	 
	 	THE CERTIFICATES	 
	 	 	 
	Section 5.01	The Certificates	335
	Section 5.02	Form and Registration	337
	Section 5.03	Registration of Transfer and Exchange of Certificates	340
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	348
	Section 5.05	Persons Deemed Owners	348
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	349
	Section 5.07	Maintenance of Office or Agency	350
	Section 5.08	Appointment of Certificate Administrator	350
	Section 5.09	[RESERVED]	351
	Section 5.10	Voting Procedures	351
	 	 	 
	 	ARTICLE VI	 
	 	 	 
	 	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE

OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE

DIRECTING CERTIFICATEHOLDER	 
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	353
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	359
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	359
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	361
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	366
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	367
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	367
	Section 6.08	The Directing Certificateholder	367
	 	 	 
	 	ARTICLE VII	 
	 	 	 
	 	SERVICER TERMINATION EVENTS	 
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	371
	Section 7.02	Trustee to Act; Appointment of Successor	380
	 	 	 




     -iii-


     


    
 

	Section 7.03	Notification to Certificateholders	383
	Section 7.04	Waiver of Servicer Termination Events	383
	Section 7.05	Trustee as Maker of Advances	383
	 	 	 
	 	ARTICLE VIII	 
	 	 	 
	 	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	384
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	385
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	388
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	388
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	389
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	390
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	391
	Section 8.08	Successor Trustee or Certificate Administrator	393
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	394
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	394
	Section 8.11	Appointment of Custodians	395
	Section 8.12	Representations and Warranties of the Trustee	396
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	397
	Section 8.14	Representations and Warranties of the Certificate Administrator	397
	Section 8.15	Compliance with the PATRIOT Act	398
	 	 	 
	 	ARTICLE IX	 
	 	 	 
	 	TERMINATION	 
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	399
	Section 9.02	Additional Termination Requirements	402
	 	 	 
	 	ARTICLE X	 
	 	 	 
	 	ADDITIONAL REMIC PROVISIONS	 
	 	 	 
	Section 10.01	REMIC Administration	403
	Section 10.02	Use of Agents	407
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	407
	Section 10.04	Appointment of REMIC Administrators	407
	 	 	 




     -iv-


     


    
 

	 	ARTICLE XI	 
	 	 	 
	 	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	408
	Section 11.02	Succession; Subcontractors	409
	Section 11.03	Filing Obligations	411
	Section 11.04	Form 10-D and Form ABS-EE Filings	412
	Section 11.05	Form 10-K Filings	417
	Section 11.06	Sarbanes-Oxley Certification	420
	Section 11.07	Form 8-K Filings	421
	Section 11.08	Form 15 Filing	423
	Section 11.09	Annual Compliance Statements	423
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	425
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	427
	Section 11.12	Indemnification	428
	Section 11.13	Amendments	431
	Section 11.14	Regulation AB Notices	431
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	432
	Section 11.16	[RESERVED]	437
	Section 11.17	Impact of Cure Period	437
	 	 	 
	 	ARTICLE XII	 
	 	 	 
	 	THE ASSET REPRESENTATIONS REVIEWER	 
	 	 	 
	Section 12.01	Asset Review	437
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	444
	Section 12.03	Resignation of the Asset Representations Reviewer	445
	Section 12.04	Restrictions of the Asset Representations Reviewer	445
	Section 12.05	Termination of the Asset Representations Reviewer	445
	 	 	 
	 	ARTICLE XIII	 
	 	 	 
	 	MISCELLANEOUS PROVISIONS	 
	 	 	 
	Section 13.01	Amendment	449
	Section 13.02	Recordation of Agreement; Counterparts	453
	Section 13.03	Limitation on Rights of Certificateholders	453
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	454
	Section 13.05	Notices	455
	Section 13.06	Severability of Provisions	461
	Section 13.07	Grant of a Security Interest	461
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	461
	 	 	 




     -v-


     


    
 

	Section 13.09	Article and Section Headings	462
	Section 13.10	Notices to the Rating Agencies	462
	Section 13.11	PNC Bank, National Association	463


 


	EXHIBITS	 	 
	 	 	 
	EXHIBIT A-1	Form of Certificate (other than Class V and Class R Certificates)	 
	EXHIBIT A-2	Form of Class V Certificate	 
	EXHIBIT A-3	Form of Class R Certificate	 
	EXHIBIT A-4	[RESERVED]	 
	EXHIBIT B	Mortgage Loan Schedule	 
	EXHIBIT C	Form of Investment Representation Letter	 
	EXHIBIT D-1	Form of Transferee Affidavit for Transfers of Class R Certificates	 
	EXHIBIT D-2	Form of Transferor Letter for Transfers of Class R Certificates	 
	EXHIBIT D-3	Form of Transferee Certificate for Transfers of RR Certificates	 
	EXHIBIT D-4	Form of Transferor Certificate for Transfers of RR Certificates	 
	EXHIBIT D-5	Form of Request of Retaining Sponsor Consent for Release of the RR Certificates	 
	EXHIBIT E	Form of Request for Release	 
	EXHIBIT F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter regarding Class V Certificates and Class R Certificates
	EXHIBIT G	Form of Distribution Date Statement	 
	EXHIBIT H	Form of Omnibus Assignment	 
	EXHIBIT I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	EXHIBIT J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period	 
	EXHIBIT K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	EXHIBIT L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate	 
	EXHIBIT N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate	 
	EXHIBIT O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate	 
	EXHIBIT P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)	 
	EXHIBIT P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)	 
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)	 
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder	 
	EXHIBIT P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator	 
	EXHIBIT P-1G	Form of Certification of Directing Certificateholder	 




     -vi-


     


    

 


	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q-1	Initial Custodian Certification/Exception Report
	EXHIBIT Q-2	Final Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney by Trustee for Master Servicer
	EXHIBIT R-2	Form of Power of Attorney by Trustee for Special Servicer
	EXHIBIT S	Initial Companion Holders of Serviced Companion Loans
	EXHIBIT T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	EXHIBIT U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	EXHIBIT V	Form of Operating Advisor Annual Report
	EXHIBIT W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	EXHIBIT X	Form of Confidentiality Agreement
	EXHIBIT Y	Form Certification to be Provided with Form 10-K
	EXHIBIT Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	EXHIBIT Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	EXHIBIT Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	EXHIBIT Z-4	Form of Certification to be Provided to Depositor by Trustee
	EXHIBIT Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	EXHIBIT Z-6	Form of Certification to be Provided to Depositor by Custodian
	EXHIBIT Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT AA	Servicing Criteria to be Addressed in Assessment of Compliance
	EXHIBIT BB	Additional Form 10-D Disclosure
	EXHIBIT CC	Additional Form 10-K Disclosure
	EXHIBIT DD	Form 8-K Disclosure Information
	EXHIBIT EE	Additional Disclosure Notification
	EXHIBIT FF	Initial Sub-Servicers
	EXHIBIT GG	Servicing Function Participants
	EXHIBIT HH	Form of Annual Compliance Statement
	EXHIBIT II	Form of Report on Assessment of Compliance with Servicing Criteria
	EXHIBIT JJ	CREFC® Payment Information
	EXHIBIT KK	Form of Notice of Additional Indebtedness Notification
	EXHIBIT LL	[RESERVED]
	EXHIBIT MM	Additional Disclosure Notification (Accounts)
	EXHIBIT NN	Form of Notice of Purchase of Controlling Class Certificate
	EXHIBIT OO	Form of Asset Review Report
	EXHIBIT PP	Form of Asset Review Report Summary
	EXHIBIT QQ	Asset Review Procedures
	EXHIBIT RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	EXHIBIT SS	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	EXHIBIT TT-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT TT-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT UU	Form of Certificate Administrator Receipt of the RR Certificates
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt



 



     -vii-


     


    

 


	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans with Specified Escrows, Reserves, Holdbacks and Letters of Credit
	SCHEDULE 4	Mortgage Loans with Franchise Agreements that Require Notice



 



     -viii-


     


    


 


This
Pooling and Servicing Agreement is dated and effective as of July 1, 2019, between Morgan Stanley Capital I Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER
REMIC


 


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


 






     


     


    

 


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


 





	Class Designation	 	Pass-Through

 Rate	 	Original Lower-Tier
 Principal Amount
	Class LA1	 	(1)	 	$	19,200,000	 
	Class LA2	 	(1)	 	$	29,900,000	 
	Class LASB	 	(1)	 	$	26,600,000	 
	Class LA3	 	(1)	 	$	205,000,000	 
	Class LA4	 	(1)	 	$	242,191,000	 
	Class LAS	 	(1)	 	$	62,560,000	 
	Class LB	 	(1)	 	$	33,614,000	 
	Class LC	 	(1)	 	$	34,549,000	 
	Class LD	 	(1)	 	$	15,873,000	 
	Class LERR	 	(1)	 	$	22,410,000	 
	Class LFRR	 	(1)	 	$	17,741,000	 
	Class LGRR	 	(1)	 	$	8,403,000	 
	Class LHRR	 	(1)	 	$	28,946,514	 
	Class LR	 	N/A(2)	 	 	N/A





 




 



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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR
regular interests. Each such regular interest will be represented by, and have the same pass-through rate and balance or notional
amount as, the Certificates bearing the same Class designation as set forth in the Certificates table below.


 


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


 


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


 



    -2- 


     


    

 


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


 


THE
CERTIFICATES


 


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


 


	Class of Certificates	 	Approximate Initial Pass-Through Rate	 	Original
 Certificate
 Balance or Notional 

Amount	 
	Class A-1 Certificates	 	2.3270%	 	$	19,200,000	 
	Class A-2 Certificates	 	2.4920%	 	$	29,900,000	 
	Class A-SB Certificates	 	3.1710%	 	$	26,600,000	 
	Class A-3 Certificates	 	3.0050%	 	$	205,000,000	 
	Class A-4 Certificates	 	3.2610%	 	$	242,191,000	 
	Class X-A Certificates	 	1.4677%	 	$	522,891,000(1)	
	Class X-B Certificates	 	0.8102%	 	$	130,723,000(1)	
	Class A-S Certificates	 	3.5240%	 	$	62,560,000	 
	Class B Certificates	 	3.7250%	 	$	33,614,000	 
	Class C Certificates	 	4.1280%	 	$	34,549,000	 
	Class X-D Certificates	 	1.5455%	 	$	15,873,000(1)	
	Class D Certificates	 	3.0000%	 	$	15,873,000	 
	Class E-RR Certificates	 	4.5455%	 	$	22,410,000	 
	Class F-RR Certificates	 	4.5455%	 	$	17,741,000	 
	Class G-RR Certificates	 	4.5455%	 	$	8,403,000	 
	Class H-RR Certificates	 	4.5455%	 	$	28,946,514	 
	Class V Certificates	 	N/A(2)	 	N/A	 
	Class R Certificates	 	N/A(3)	 	N/A	 







		(1)	No
                                         Class of the Class X-A, Class X-B or Class X-D Certificates will have a Certificate Balance;
                                         rather, each such Class will accrue interest on the related Notional Amount at the related
                                         Class X Pass-Through Rate.



 


		(2)	The
                                         Class V Certificates represent interests in the Grantor Trust only and have the characteristics
                                         described below.



 


		(3)	The
                                         Class R Certificates will not have a Certificate Balance or a Notional Amount, bear interest
                                         or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.
                                         Any Available Funds remaining in the Upper-Tier REMIC Distribution Account after all
                                         required distributions under this Agreement have been made to each Class of Regular Certificates
                                         will be deemed distributed to the Class UR Interest and shall be payable to the holders
                                         of the Class R Certificates.



 



    -3- 


     


    




As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $746,987,515.


 


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


 


THE
GRANTOR TRUST


 


The
Class V Certificates shall represent undivided beneficial interests in the Grantor Trust consisting of the Class V Specific Grantor
Trust Assets, as described herein. The Class V Certificates will not have a Certificate Balance or Notional Amount or bear interest,
and the holders of the Class V Certificates will not be entitled to any distributions of Prepayment Premiums or Yield Maintenance
Charges. As provided herein, the Certificate Administrator shall not take any actions that would cause the portion of the Trust
Fund consisting of the Grantor Trust to (i) lose its classification as a trust beneficially owned by the holders of the Class
V Certificates or (ii) be treated as part of any Trust REMIC.


 


WHOLE
LOANS


 


	Whole
    Loan	Type	Non-Serviced
    PSA	Mortgage
    Loan	Companion
    Loan(s)
	Grand
    Canal Shoppes Whole Loan	Serviced
    AB Whole Loan	N/A	Grand
    Canal Shoppes Mortgage Loan	Grand
    Canal Shoppes Serviced Pari Passu Companion Loans and Grand Canal Shoppes Serviced Subordinate Companion Loan
	SoCal
    Retail Portfolio Whole Loan	Serviced
    Pari Passu Whole Loan	N/A	SoCal
    Retail Portfolio Mortgage Loan	SoCal
    Retail Portfolio Serviced Pari Passu Companion Loans
	Embassy
    Suites at Centennial Olympic Park Whole Loan	Serviced
    Pari Passu Whole Loan	N/A	Embassy
    Suites at Centennial Olympic Park Mortgage Loan	Embassy
    Suites at Centennial Olympic Park Serviced Pari Passu Companion Loans
	125
    Borinquen Place Whole Loan	Serviced
    Pari Passu Whole Loan	N/A	125
    Borinquen Place Mortgage Loan	125
    Borinquen Place Serviced Pari Passu Companion Loan
	Visions
    Hotel Portfolio II Whole Loan	Serviced
    Pari Passu Whole Loan	N/A	Visions
    Hotel Portfolio II Mortgage Loan	Visions
    Hotel Portfolio II Serviced Pari Passu Companion Loans
	Tower
    28 Whole Loan	Non-Serviced
    Whole Loan	BANK
    2019-BNK17 PSA	Tower
    28 Mortgage Loan	Tower
    28 Non-Serviced Pari Passu Companion Loans and Tower 28 Non-Serviced Subordinate Companion Loan
	FedEx
    Niles Whole	Non-Serviced
    Whole 	MSC
    2019-H6 PSA	FedEx
    Niles	FedEx
    Niles Non-



 






    -4- 


     


    

 


	Loan	Loan	 	Mortgage
    Loan	Serviced
    Pari Passu Companion Loan
	Legacy
    Tower Whole Loan	Serviced
    Pari Passu Whole Loan	N/A	Legacy
    Tower Mortgage Loan	Legacy
    Tower Non-Serviced Pari Passu Companion Loan
	3
    Columbus Circle Whole Loan	Non-Serviced
    Whole Loan	Benchmark
    2019-B10 PSA	3
    Columbus Circle Mortgage Loan	3
    Columbus Circle Non-Serviced Pari Passu Companion Loans and 3 Columbus Circle Non-Serviced Subordinate Companion Loans
	Eleven
    Seventeen Perimeter Whole Loan	Servicing
    Shift Whole Loan 	N/A(1)	Eleven
    Seventeen Perimeter Mortgage Loan	Eleven
    Seventeen Perimeter Pari Passu Companion Loans
	AC
    by Marriott San Jose Whole Loan	Non-Serviced
    Whole Loan	CF
    2019-CF1 PSA	AC
    by Marriott San Jose Mortgage Loan	AC
    by Marriott San Jose Non-Serviced Pari Passu Companion Loans





 





		(1)	On
                                         and after the related Controlling Companion Loan Securitization Date, the related Non-Serviced
                                         PSA shall be the Eleven Seventeen Perimeter PSA.



 


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


 


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


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 






    -5- 


     


    

 


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


 


“125
Borinquen Place Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of May 31, 2019, by and between
the holders of the respective promissory notes evidencing the 125 Borinquen Place Whole Loan, relating to the relative rights
of such holders of the 125 Borinquen Place Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“125
Borinquen Place Mortgage Loan”: With respect to the 125 Borinquen Place Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is evidenced by the related promissory note
A-1, and is pari passu in right of payment with the 125 Borinquen Place Serviced Pari Passu Companion Loan to the extent
set forth in the 125 Borinquen Place Intercreditor Agreement.


 


“125
Borinquen Place Mortgaged Property”: The Mortgaged Property that secures the 125 Borinquen Place Whole Loan.


 


“125
Borinquen Place Serviced Pari Passu Companion Loan”: With respect to the 125 Borinquen Place Whole Loan, as of the Closing
Date, the pari passu companion loan evidenced by the related promissory note A-2 made by the related Mortgagor and secured by
the Mortgage on the 125 Borinquen Place Mortgaged Property, which is not included in the Trust and which is pari passu
in right of payment to the 125 Borinquen Place Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the 125 Borinquen Place Intercreditor Agreement.


 


“125
Borinquen Place Whole Loan”: The 125 Borinquen Place Mortgage Loan, together with the 125 Borinquen Place Serviced Pari
Passu Companion Loan, each of which is secured by the same Mortgage on the 125 Borinquen Place Mortgaged Property. References
herein to the 125 Borinquen Place Whole Loan shall be construed to refer to the aggregate indebtedness under the 125 Borinquen
Place Mortgage Loan and the 125 Borinquen Place Serviced Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 


“3
Columbus Circle Intercreditor Agreement”: That certain Agreement between Noteholders, dated as of March 13, 2019, by
and between the holders of the respective promissory notes evidencing 3 Columbus Circle Whole Loan, relating to the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 






    -6- 


     


    

 


“3
Columbus Circle Mortgage Loan”: With respect to the 3 Columbus Circle Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 19 on the Mortgage Loan Schedule), which is evidenced by the related promissory
note A-2-5-A and is pari passu in right of payment with the 3 Columbus Circle Non-Serviced Pari Passu Companion Loans and generally
senior in right of payment to the 3 Columbus Circle Non-Serviced Subordinate Companion Loans to the extent set forth in the 3
Columbus Circle Intercreditor Agreement.


 


“3
Columbus Circle Mortgaged Property”: The Mortgaged Property that secures the 3 Columbus Circle Whole Loan.


 


“3
Columbus Circle Non-Serviced Pari Passu Companion Loans”: With respect to the 3 Columbus Circle Whole Loan, as of the
Closing Date, the pari passu companion loans evidenced by the related promissory notes A-1-1, A-1-2-A, A-1-2-B, A-1-3, A-1-4,
A-1-5, A-1-6, A-1-7, A-1-8, A-2-1, A-2-2, A-2-3, A-2-4 and A-2-5-B made by the related Mortgagor and secured by the Mortgages
on the 3 Columbus Circle Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the 3 Columbus Circle Mortgage Loan and generally senior in right of payment to the 3 Columbus Circle Non-Serviced Subordinate
Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the 3 Columbus Circle Intercreditor
Agreement.


 


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


 


“3
Columbus Circle Whole Loan”: The 3 Columbus Circle Mortgage Loan, together with the 3 Columbus Circle Non-Serviced Pari
Passu Companion Loans and the 3 Columbus Circle Non-Serviced Subordinate Companion Loans, each of which is secured by the same
Mortgage on the 3 Columbus Circle Mortgaged Property. References herein to the 3 Columbus Circle Whole Loan shall be construed
to refer to the aggregate indebtedness under the 3 Columbus Circle Mortgage Loan, the 3 Columbus Circle Non-Serviced Pari Passu
Companion Loans and the 3 Columbus Circle Non-Serviced Subordinate Companion Loans.


 


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


 


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


 



    -7- 


     


    

 


original unmodified Mortgage Loan and (2) as to which an Appraisal
Reduction Amount is not in effect.


 


“AC
by Marriott San Jose Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 30, 2019, by and
between the holders of the respective promissory notes evidencing the AC by Marriott San Jose Whole Loan, relating to the relative
rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“AC
by Marriott San Jose Mortgage Loan”: With respect to the AC by Marriott San Jose Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 29 on the Mortgage Loan Schedule), which is evidenced by promissory
note A-2-2 and is pari passu in right of payment with the AC by Marriott San Jose Non-Serviced Pari Passu Companion Loans
to the extent set forth in the AC by Marriott San Jose Intercreditor Agreement.


 


“AC
by Marriott San Jose Mortgaged Property”: The Mortgaged Property that secures the AC by Marriott San Jose Whole Loan.


 


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


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage
Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the related
Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically
exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with respect to the
related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms
not materially less favorable than those in place as of the Closing Date, in each case as to which default the Master Servicer
and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has determined,
in its reasonable judgment, based on inquiry consistent with the Servicing Standard and unless a Control Termination Event has


 



    -8- 


     


    

 


occurred and is continuing (and subject to the DCH Limitations), with the consent of the Directing Certificateholder (and after
a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation Termination
Event (and subject to the DCH Limitations), after non-binding consultation with the Directing Certificateholder as provided in
Section 6.08 hereof) (or, with respect to a Serviced AB Whole Loan, and prior to any related Serviced AB Control Appraisal
Period, with the consent of the related Serviced AB Whole Loan Controlling Holder to the extent required under the related Intercreditor
Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at
the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region
in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided, that
the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder prior
to any Serviced AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have more
than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided, further,
that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow the Special Servicer to consult with the Directing Certificateholder or any applicable Serviced AB Whole Loan Controlling
Holder, as applicable, the Special Servicer is not required to do so. Each of the Master Servicer (at its own expense) and the
Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations
described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -9- 


     


    

 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, any related Pari Passu Loan Primary Servicing Fee Rate, the Certificate Administrator/Trustee
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 



    -10- 


     


    

 


the Grand Canal Shoppes Mortgage
Loan, such appraisal shall also satisfy the requirements for an
“Appraisal” as such term is defined in the Grand Canal Shoppes Intercreditor Agreement.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan or Serviced Whole Loan as to which any
Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence of
a Consultation Termination Event, in consultation with the Directing Certificateholder (subject to the DCH Limitations) and, after
the occurrence and during the continuance of an Operating Advisor Consultation Event, in consultation with the Operating Advisor),
as of the first Determination Date that is at least ten (10) Business Days following the later of (i) the date on which the Special
Servicer receives an Appraisal (together with information requested by the Special Servicer from the Master Servicer in accordance
with Section 4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation
described below and (ii) the date on which the related Appraisal Reduction Event occurred, equal to the excess of (a) the Stated
Principal Balance of that Mortgage Loan or Serviced Whole Loan, as applicable, over (b) the excess of (i) the sum of (A) 90% of
the Appraised Value of the related Mortgaged Property as determined by (x) one or more Appraisals obtained by the Special Servicer
with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced
Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the
Master Servicer as an Advance) or (y) at the Special Servicer’s option either (i) by an Appraisal obtained by the Special
Servicer (the cost of which shall be paid by the Master Servicer as a Servicing Advance) or (ii) an internal valuation performed
by the Special Servicer with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such
Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, minus with respect to any Appraisals
such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of
the Appraisals and any other information it deems relevant, and (B) all escrows, letters of credit and reserves in respect of
such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation, over (ii) the sum of, as of the Due Date
occurring in the month of the date of determination, of (A) to the extent not previously advanced by the Master Servicer or the
Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate
equal to its Mortgage Rate, (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage
Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable,
and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C)
all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and
all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such
Mortgage Loan or Serviced Whole Loan (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance
by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, without limiting the Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained any required
Appraisal or performed such valuation referred to above, as applicable, within sixty (60) days of the Appraisal Reduction Event
(or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of “Appraisal
Reduction Event,” within one hundred


 



    -11- 


     


    

 


twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred
twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction
Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of
the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such Appraisal or valuation referred to above
is received or performed by the Special Servicer (together with information requested by the Special Servicer from the Master
Servicer in accordance with Section 4.05 hereof reasonably necessary to calculate the Appraisal Reduction Amount) and the
Appraisal Reduction Amount is calculated by the Special Servicer as of the first Determination Date that is at least ten (10)
Business Days after the later of (a) the date on which the Special Servicer receives such Appraisal or completes a valuation as
described above and (b) the date on which the related Appraisal Reduction Event occurred.


 


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


 


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


 


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


 


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


 



    -12- 


     


    

 


REO Loan; provided that the thirty (30) day period referenced in clause
(iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further,
that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate
Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder,
and the Operating Advisor, or the Master Servicer shall notify the Special Servicer, the Operating Advisor, (and to the extent
required under the related Intercreditor Agreement, the Other Master Servicer, the Other Special Servicer and the Other Trustee),
as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation
to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section
4.05 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset
Representations Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 






    -13- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -14- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    -15- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -16- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“BANK
2019-BNK17 PSA”: The pooling and servicing agreement, dated as of April 1, 2019, between Morgan Stanley Capital I Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. The BANK
2019-BNK17 PSA governs the servicing of the Tower 28 Whole Loan.


 


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


 


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


 


“Benchmark
2019-B10 PSA”: The pooling and servicing agreement, dated as of April 1, 2019, between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer,
Wells Fargo Bank, National Association, as trustee and certificate administrator, and Pentalpha


 






    -17- 


     


    

 


Surveillance LLC, as operating
advisor and asset representations reviewer. The Benchmark 2019-B10 PSA governs the servicing of the 3 Columbus Circle Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CCRE
Loans”: As defined in Section 3.18(i).


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2019-H7, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 






    -18- 


     


    

 


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


 


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


 


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall accrue at a rate equal to 0.00938%
per annum on the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date.


 


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


 


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


 


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


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant
to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor,
any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be


 



    -19- 


     


    

 


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


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 






    -20- 


     


    

 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“CF
2019-CF1 PSA”: The pooling and servicing agreement, dated as of April 1, 2019, between CCRE Commercial Mortgage Securities,
L.P., as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, Trimont Real Estate Advisors, LLC and
KeyBank National Association, each as special servicer, Citibank, N.A., as trustee and certificate administrator, and Park Bridge
Lender Services LLC, as operating advisor and asset representations reviewer. The CF 2019-CF1 PSA governs the servicing of the
AC by Marriott San Jose Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -21- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -22- 


     


    

 


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


 


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


 


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


 


“Class
X Pass-Through Rate”: With respect to each Class of Class X Certificates, for any Distribution Date, the excess, if
any of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the weighted average of the Pass-Through
Rates on the Underlying Classes of Principal Balance Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately prior to such Distribution Date (or, with respect to any Class of Class X Certificates with one
Underlying Class of Principal Balance Certificates, the Pass-Through Rate of such Underlying Class for such Distribution Date).


 


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


 


“Class
X-A Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class
A-2, Class A-SB, Class A-3 and Class A-4 Certificates.


 


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


 


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


 


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


 


“Class
X-D Notional Amount”: As of any date of determination, the Certificate Balance of the Class D Certificates.


 


“Class
X YM Distribution Amount”: As defined in Section 4.01(e).


 


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


 


“Clearstream”:
Clearstream Banking, S.A. or any successor thereto.


 






    -23- 


     


    

 


“Closing
Date”: July 25, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
Series 2019-H7, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Serviced Companion Loan is subordinate or pari passu, as applicable, to the
related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the
second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion
Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the
Trust, any Trust REMIC or the Grantor Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period beginning with the
day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the case of the
first


 



    -24- 


     


    

 


Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date occurring in
the month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account or subaccount of the Collection
Account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion
Holders, which shall be entitled “ Midland Loan Services, a Division of PNC Bank, National Association [or name of successor
master servicer], as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating to the
Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, Companion Distribution
Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but
instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible
Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion
Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


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


 


“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Serviced
Mortgage Loans and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other
than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s
Servicing Fees for such Distribution Date that is, in the case of each Serviced Mortgage Loan, Serviced Pari Passu Companion Loan
and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate of 0.00250% per annum,
(B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period


 



    -25- 


     


    

 


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


 


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


 


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


 


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


 


“Control
Termination Event”: The occurrence of the Certificate Balance of the Class E-RR Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, provided,
that a Control Termination Event shall be deemed not continuing in the event that the Certificate Balances of the Principal Balance
Certificates other than the Control


 


 



    -26- 


     


    

 


Eligible Certificates have been reduced
to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


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


 


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


 


“Controlling
Companion Loan Securitization Date”: The date on which a Servicing Shift Control Note is included in a securitization
trust.


 


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


 


“Corporate
Trust Office”: The principal corporate trust offices of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located: (i) with respect to Certificate transfers and surrenders, at 600 South 4th Street,
7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee, at 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attn: Corporate Trust Services MSC 2019-H7; and (iii) with respect to the Certificate Administrator (other than
for the purposes set forth in clause (i) of this definition), at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services, MSC 2019-H7.


 


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


 



    -27- 


     


    

 


Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section
3.19(a).


 


“Credit
Risk Retention Agreement”: The Credit Risk Retention Agreement, dated and effective as of July 15, 2019, between the
Sponsors, Argentic Securities Holdings Cayman Limited and the Depositor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -28- 


     


    

 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal
to 0.0005% per annum.


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC®
Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC®
Delinquent Loan Status


 



    -29- 


     


    

 


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


 


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


 


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


 


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


 


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


 


 



    -30- 


     


    

 


time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
REO Status Report”: The monthly report in the “REO Status Report” format substantially in the form
of and containing the information called for therein for the


 



    -31- 


     


    

 


Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cross-Over
Date”: The first Distribution Date as of which the Certificate Balances of the Subordinate Certificates (calculated
without giving effect to the Principal Distribution Amount or allocation of Realized Losses on such Distribution Date) have all
previously been reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


“Crossed
Mortgage Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan,
the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual


 



    -32- 


     


    

 


mortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted
mortgage loans.


 


“Crossed
Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and
cross-defaulted with one or more other mortgage loans within such Crossed Mortgage Loan Group.


 


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


 


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


 


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


 


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


 






    -33- 


     


    

 


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


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in July 2019, or with respect
to any Mortgage Loan that has its first Due Date after July 2019, the date that would have otherwise been the related Due Date
in July 2019.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -34- 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 


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


 


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


 


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


 






    -35- 


     


    

 


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


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the
eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day, commencing in August
2019.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -36- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)    all
related environmental reports; and


 


(xiv)    all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 






    -37- 


     


    

 


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


 


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


 


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


 


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


 


(k)       a
copy of all zoning reports;


 


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


 


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


 


(n)       a
copy of all UCC searches;


 


(o)       a
copy of all litigation searches;


 


(p)       a
copy of all bankruptcy searches;


 


(q)       a
copy of any origination settlement statement;


 


(r)        a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in
each case, to the extent that the related originator received such documents in connection with the origination of such Mortgage
Loan. In the event any of the items identified above were not included in connection with the origination of such Mortgage Loan,
the Diligence File shall include a statement to that effect. No information that is proprietary to the related originator or


 



    -38- 


     


    

 


Mortgage
Loan Seller or any draft documents or privileged or internal communications or credit underwriting or due diligence analysis shall
constitute part of the Diligence File. It is generally not required to include any of the same items identified above again if
such items have already been included under another clause of the definition of Diligence File, and the Diligence File shall include
a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents as part
of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer
to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


“Directing
Certificateholder”: The Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative
thereof) selected by more than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate
Registrar) from time to time; provided, that (i) absent that selection, (ii) until a Directing Certificateholder is so
selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided,
that, in the case of this clause (iii), (x) if such Holder elects or has elected to not be the Directing Certificateholder,
the holder of the next largest aggregate Certificate Balance will be the Directing Certificateholder and (y) in the event that
no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder
until appointed in accordance with the terms of this Agreement. After the occurrence and during the continuance of a Control Termination
Event, the Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein.
The Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder upon request
of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided
by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of
the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder
from a party holding the requisite interest in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation
of the then-current Directing Certificateholder. Notwithstanding anything to the contrary herein, neither the Depositor nor any
Affiliate thereof may serve as Directing Certificateholder, and solely for purposes of determining the identity of or selecting
the Directing Certificateholder, any Control Eligible Certificates held by the Depositor or any Affiliate thereof will be deemed
not to be outstanding. The initial Directing Certificateholder shall be Argentic Securities Income USA LLC.


 


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


 


“Directly
Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing
or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of
space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the


 



    -39- 


     


    

 


management or
operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, that an REO Property shall not be considered to
be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures
with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan and any related Serviced Companion Loan (including any related
REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees,
or rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates
that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any manager, any guarantor or indemnitor
in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such Mortgage Loan or Serviced Companion Loan
or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or related Companion Loan, the
management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other
special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation
to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement or any Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency


 



    -40- 


     


    

 


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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in August 2019. The initial
Distribution Date shall be August 16, 2019.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 






    -41- 


     


    

 


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


 


“Eleven
Seventeen Perimeter Controlling Pari Passu Companion Loan”: The Eleven Seventeen Perimeter Pari Passu Companion Loan
represented by the related promissory note A-1.


 


“Eleven
Seventeen Perimeter Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 25, 2019, by and between
the holder of the Eleven Seventeen Perimeter Pari Passu Companion Loans and the holder of the Eleven Seventeen Perimeter Mortgage
Loan, relating to the relative rights of such holders of the Eleven Seventeen Perimeter Whole Loan, as the same may be amended
in accordance with the terms thereof.


 


“Eleven
Seventeen Perimeter Mortgage Loan”: With respect to the Eleven Seventeen Perimeter Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 22 on the Mortgage Loan Schedule), which is evidenced by the related
promissory note A-2, and is pari passu in right of payment with the Eleven Seventeen Perimeter Pari Passu Companion Loans
to the extent set forth in the Eleven Seventeen Perimeter Intercreditor Agreement.


 


“Eleven
Seventeen Perimeter Mortgaged Property”: The Mortgaged Property that secures the Eleven Seventeen Perimeter Whole Loan.


 


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


 


“Eleven
Seventeen Perimeter PSA”: Any pooling and servicing agreement that creates a trust whose assets include the Eleven Seventeen
Perimeter Controlling Pari Passu Companion Loan.


 


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


 






    -42- 


     


    

 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository
institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations
or deposits of which are rated at least “A2” by Moody’s and “BBB+” by S&P, if the deposits are
to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term
rating of not less than “P-1” from Moody’s and “A-1” from S&P (or “A-2” from S&P
so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB”
by S&P), if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt
obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are
to be held in such account for thirty (30) days or more and the short-term debt obligations or deposits of which have a short-term
rating of not less than “F1” by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account
for less than thirty (30) days; (ii) an account or accounts maintained with PNC Bank, National Association or Wells Fargo Bank,
National Association so long as such entity’s long-term unsecured debt or deposit rating shall be at least “A2”
from Moody’s, “BBB” from S&P and “A” by Fitch (if the deposits are to be held in the account
for more than thirty (30) days) or such entity’s short-term deposit or short-term unsecured debt rating shall be at least
“P-1” from Moody’s,”A-1” from S&P (or “A-2” from S&P so long as the long-term
unsecured debt obligations or deposits of such depository institution or trust company are rated no less than “BBB”
by S&P) and “F2” by Fitch (if the deposits are to be held in the account for thirty (30) days or less); (iii)
such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (i) – (ii) above, with respect to which a Rating Agency Confirmation has been
obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect
to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) – (ii) above with
respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
“A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term
unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty
(30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that
any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar
to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


 






    -43- 


     


    

 


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


 


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


 



    -44- 


     


    

 


management of distressed commercial real estate assets; and (g) that does not directly or indirectly,
through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage
Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization
transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and, to the extent it also
acts as the Asset Representations Reviewer, its role as Asset Representations Reviewer.


 


“Embassy
Suites at Centennial Olympic Park Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 6, 2019,
by and between the holders of the respective promissory notes evidencing the Embassy Suites at Centennial Olympic Park Whole Loan,
relating to the relative rights of such holders of the Embassy Suites at Centennial Olympic Park Whole Loan, as the same may be
amended in accordance with the terms thereof.


 


“Embassy
Suites at Centennial Olympic Park Mortgage Loan”: With respect to the Embassy Suites at Centennial Olympic Park Whole
Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which
is evidenced by the related promissory notes A-1 and A-3, and is pari passu in right of payment with the Embassy Suites
at Centennial Olympic Park Serviced Pari Passu Companion Loans to the extent set forth in the Embassy Suites at Centennial Olympic
Park Intercreditor Agreement.


 


“Embassy
Suites at Centennial Olympic Park Mortgaged Property”: The Mortgaged Property that secures the Embassy Suites at Centennial
Olympic Park Whole Loan.


 


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


 


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


 


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


 


“Enforcing
Servicer”: The Special Servicer.


 






    -45- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage
Pass-Through Certificates, Series 2019-H7, Class V, Excess Interest Distribution Account”, and which must be an Eligible
Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit
of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC,
but rather shall be an asset of the Grantor Trust.


 


“Excess
Modification Fee Amount”: With respect to the Special Servicer, any Corrected Loan and any particular modification,
waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount
equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with


 



    -46- 


     


    

 


respect to the related
Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained by the Special Servicer as compensation within the prior twelve (12) months of such modification,
waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee.


 


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


 


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


 


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


 


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


 


“Excess
Servicing Fee Rate”: With respect to each Serviced Mortgage Loan and Serviced Companion Loan (and any successor REO
Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate minus the sum of (i) the Initial Sub-Servicing
Fee Rate and (ii) solely with respect to each Serviced Mortgage Loan, the Retained Fee Rate; provided, that the Excess
Servicing Fee Rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section
6.05 of this Agreement (if no successor is appointed in


 



    -47- 


     


    

 


accordance with such Section) or any termination of the Master Servicer
pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee)
for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements
of Section 6.05 of this Agreement as set forth in Section 3.11(a) of this Agreement.


 


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


 


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


 


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


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is a Borrower Party. For the avoidance
of doubt, if a Mortgage Loan or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also
not an Excluded Loan. As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
related to Specially Serviced Loans conducted by a Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination
or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and any Officer’s Certificates
delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or,
if made, would be) a Nonrecoverable Advance, or such


 



    -48- 


     


    

 


other information and reports designated as Excluded Information by the Special
Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with respect to
such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance
of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL
Additional File shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer
or the Operating Advisor shall deliver any Excluded Information that is to be posted to the Certificate Administrator’s
Website to the Certificate Administrator in accordance with Section 3.32 hereof. For the avoidance of doubt, the Certificate
Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab
on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided
in Section 3.26 hereof.


 


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


 


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


 


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


 


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


 






    -49- 


     


    

 


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


 


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


 


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


 


“FedEx
Niles Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of June 19, 2019, by and between the holders
of the respective promissory notes evidencing the FedEx Niles Whole Loan, relating to the relative rights of such holders, as
the same may be amended in accordance with the terms thereof.


 


“FedEx
Niles Mortgage Loan”: With respect to the FedEx Niles Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-2, which is pari
passu in right of payment with the FedEx Niles Non-Serviced Pari Passu Companion Loan to the extent set forth in the FedEx
Niles Intercreditor Agreement.


 


“FedEx
Niles Mortgaged Property”: The Mortgaged Property that secures the FedEx Niles Whole Loan.


 


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


 


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


 


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


 


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


 






    -50- 


     


    

 


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


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer with respect to any Defaulted Loan (and,
if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other than a Mortgage Loan or REO Property, as
the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan
Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder, any mezzanine
lender or, with respect to the Grand Canal Shoppes Mortgage Loan, the Grand Canal Shoppes Purchase Option Holder, in each case
pursuant to Section 3.16 or (iii) the Master Servicer, Special Servicer, the Holders of the Controlling Class, or the Holders
of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which
judgment was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to
Section 3.07(b), will ultimately be recoverable.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -51- 


     


    

 


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


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-H7,
Commercial Mortgage Pass-Through Certificates, Series 2019-H7, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“Grand
Canal Shoppes Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 3, 2019, by and between the
holders of the respective promissory notes evidencing the Grand Canal Shoppes Whole Loan, relating to the relative rights of such
holders of the Grand Canal Shoppes Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Grand
Canal Shoppes Mortgage Loan”: With respect to the Grand Canal Shoppes Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes
A-1-1 and A-1-6, which is pari passu in right of payment with Grand Canal Shoppes Serviced Pari Passu Companion Loans and
generally senior in right of payment to the Grand Canal Shoppes Serviced Subordinate Companion Loan to the extent set forth in
the Grand Canal Shoppes Intercreditor Agreement.


 


“Grand
Canal Shoppes Mortgaged Property”: The Mortgaged Property that secures the Grand Canal Shoppes Whole Loan.


 


“Grand
Canal Shoppes Purchase Option Holder”: With respect to the Grand Canal Shoppes Mortgage Loan, Venetian Casino Resort,
LLC or such other party designated


 



    -52- 


     


    

 


under the Reciprocal Easement Agreement as having the right to purchase the Grand Canal Shoppes
Mortgage Loan following an acceleration thereof.


 


“Grand
Canal Shoppes Reciprocal Easement Agreement”: With respect to the Grand Canal Shoppes Mortgage Loan, that
certain Fourth Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008, among
Interface Group – Nevada, Inc., Grand Canal Shopps II, LLC, Phase II Mall Subsidiary, LLC, Venetial Casino Resort, LLC,
and Palazzo Condo Tower, LLC.




 


 


“Grand
Canal Shoppes Serviced Pari Passu Companion Loans”: With respect to the Grand Canal Shoppes Whole Loan, as of the Closing
Date, the pari passu companion loans evidenced by the related promissory notes A-1-2, A-1-3, A-1-4, A-1-5, A-1-7, A-1-8,
A-2-1, A-2-2, A-2-3, A-2-4, A-2-5, A-3-1, A-3-2, A-3-3, A-3-4, A-3-5, A-4-1, A-4-2, A-4-3, A-4-4 and A-4-5 made by the related
Mortgagor and secured by the Mortgage on the Grand Canal Shoppes Mortgaged Property, which are not included in the Trust and which
are pari passu in right of payment to the Grand Canal Shoppes Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Grand Canal Shoppes Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 



    -53- 


     


    

 


biphenyls, radon gas, petroleum and
petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in
process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


 


“Impermissible
Affiliate”: As defined in Section 3.34.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.34.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.34.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.34.


 


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


 


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


 



    -54- 


     


    

 


the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor the
Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an
Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person
(including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating
Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


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


 


“Initial
Purchasers”: Morgan Stanley & Co. LLC, Cantor Fitzgerald & Co. and The Williams Capital Group, L.P.


 


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


 


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


 


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


 


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


 






    -55- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: (a) the SoCal Retail Portfolio Intercreditor Agreement, the Embassy Suites at Centennial Olympic Park Intercreditor
Agreement, the 125 Borinquen Place Intercreditor Agreement, the Visions Hotel Portfolio II Intercreditor Agreement, the Tower
28 Intercreditor Agreement, the FedEx Niles Intercreditor Agreement, the Legacy Tower Intercreditor Agreement, the 3 Columbus
Circle Intercreditor Agreement, the Eleven Seventeen Perimeter Intercreditor Agreement, the AC by Marriott San Jose Intercreditor
Agreement and any Serviced AB Intercreditor Agreement, (b) any intercreditor agreement


 



    -56- 


     


    

 


entered into in connection with the issuance
to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness
permitted under the related Mortgage Loan documents, and (c) solely with respect to a Joint Mortgage Loan treated as a Serviced
Whole Loan in accordance with Section 3.30 hereof (to the extent there is no related Intercreditor Agreement governing
the relationship of the promissory notes comprising such Joint Mortgage Loan) the applicable Mortgage Loan documents together
with the provisions of Section 3.30 hereof.


 


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


 


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


 


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


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Morgan
Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


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


 






    -57- 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement (which may be a click-through confirmation), representing
(i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder or one of the following
(in each case, to the extent such Person is not a Certificateholder): a beneficial owner of a Certificate, a prospective purchaser
of a Certificate or a Companion Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that
either (a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports and information
made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower
Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person
shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall only receive access to the Statements to Certificateholders prepared
by the Certificate Administrator, (iii) except in the case of a Companion Holder, that such Person has received a copy of the
final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities
laws; provided, that any Excluded Controlling Class Holder (i) shall be permitted to obtain from the Master Servicer or
the Special Servicer, as applicable, in accordance with Section 4.02(f) of this Agreement any Excluded Information relating
to any Excluded Controlling Class Loan with respect to which such


 



    -58- 


     


    

 


Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website because of its Excluded Controlling Class Holder status) and (ii) shall be considered a Privileged Person for all other
purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan
from the Certificate Administrator’s Website. The Certificate Administrator may, absent manifest error, conclusively rely
upon any Investor Certification received and may require that Investor Certifications be re-submitted from time to time in accordance
with its policies and procedures.


 


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


 


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


 


“Joint
Mortgage Loan” means a Mortgage Loan for which one or more promissory notes will be contributed to this securitization
by more than one Mortgage Loan Seller. As of the Closing Date, there is no Joint Mortgage Loan related to the Trust.


 


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


 


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


 


“Legacy
Tower Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 25, 2019, by and between the holders
of the respective promissory notes


 



    -59- 


     


    

 


evidencing the Legacy Tower Whole Loan, relating to the relative rights of such holders of
the Legacy Tower Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Legacy
Tower Mortgage Loan”: With respect to the Legacy Tower Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 18 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-1, and is pari
passu in right of payment with the Legacy Tower Serviced Pari Passu Companion Loan to the extent set forth in the Legacy Tower
Intercreditor Agreement.


 


“Legacy
Tower Mortgaged Property”: The Mortgaged Property that secures the Legacy Tower Whole Loan.


 


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


 


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


 


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


 


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


 






    -60- 


     


    

 


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


 


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


 


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


 


(B)
      any event described in clause (vi) of the definition of “Liquidation Proceeds”
that occurs within 90 days of the related mezzanine holder’s or Serviced Subordinate Companion Loan Holder’s purchase
option first becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected Loan;


 


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


 


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


 


(E)
      the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate
thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, that
if no Control Termination Event has occurred and is continuing, and such Directing Certificateholder or Affiliate thereof purchases
any Specially Serviced Loan within 90 days after the Special Servicer delivers to the Directing Certificateholder for its approval
the initial Asset Status Report with respect to such Specially Serviced Loan, the Special


 



    -61- 


     


    

 


Servicer shall not be entitled to a
Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates); or


 


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


 


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


 


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


 


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


 



    -62- 


     


    

 


this Agreement,
Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan
or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LASB, Class LA3, Class LA4, Class LAS, Class LB, Class LC,
Class LD, Class LERR, Class LFRR, Class LGRR and Class LHRR Uncertificated Interests.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage
Pass-Through Certificates, Series 2019-H7, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 






    -63- 


     


    

 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Any of the following actions:


 


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


 


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


 


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


 


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


 


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


 


(vi)       any
release of material collateral or any acceptance of substitute or additional collateral for a Serviced Mortgage Loan or Serviced
Whole Loan or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or
if otherwise required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


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


 


(viii)     any
property management company changes (with respect to a Serviced Mortgage Loan with a Stated Principal Balance greater than $2,500,000),
including, without limitation, approval of the termination of a manager and appointment of a new property manager, or franchise
changes (with respect to a Serviced Mortgage Loan or


 



    -64- 


     


    

 


Serviced Whole Loan, in each case, for which lender consent or approval is
required under the Mortgage Loan documents;


 


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


 


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


 


(xi)       any
determination of an Acceptable Insurance Default;


 


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


 


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


 


(xiv)     any
incurrence of additional debt by a Mortgagor or any mezzanine financing by any beneficial owner of a Mortgagor (to the extent
that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether
a lender has such consent rights pursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires
that an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)); or


 


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


 



    -65- 


     


    

 





Notwithstanding
any of the foregoing to the contrary, with respect to the Grand Canal Shoppes Whole Loan, “Major Decision” shall mean
any “Major Decision” (as such term is defined in the related Intercreditor Agreement).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -66- 


     


    

 


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


 


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


 


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


 


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


 


(i)         the
original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order
of the Trustee in the following form: “Pay to the order of Wells Fargo Bank, National Association, as Trustee for Morgan
Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, without recourse, representation
or warranty” or “Pay to the order of Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital
I Trust 2019-H7 for the benefit of the Commercial Mortgage Pass-Through Certificates Series 2019-H7 Certificateholders, without
recourse, representation or warranty” or, if the original Mortgage Note is not included therein, then a lost note affidavit
and indemnity with a copy of the Mortgage Note attached thereto;


 


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


 


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


 






    -67- 


     


    

 


(iv)       an
original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of “Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-H7,
Commercial Mortgage Pass-Through Certificates, Series 2019-H7” or “Wells Fargo Bank, National Association, as Trustee
for Morgan Stanley Capital I Trust 2019-H7 for the benefit of the Commercial Mortgage Pass-Through Certificates Series 2019-H7
Certificateholders” (or, in the case of a Serviced Whole Loan, substantially similar language notating an assignment in
favor of the Trustee (in such capacity and on behalf of the holders of any related Serviced Subordinate Companion Loan or Serviced
Companion Loan));


 


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


 


(vi)        if
the related Assignment of Leases is separate from the Mortgage, the original or a copy of such Assignment of Leases with evidence
of recording thereon, together with (A) an original of each assignment of such Assignment of Leases with evidence of recording
thereon and showing a complete recorded chain of assignment from the named assignee to the holder of record, and if any such assignment
of such Assignment of Leases has not been returned from the applicable public recording office, a copy of such assignment certified
by the applicable Mortgage Loan Seller to be a true and complete copy of the original assignment submitted for recording, and
(B) an original assignment of such Assignment of Leases, in recordable form, signed by the holder of record in favor of “Wells
Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
Series 2019-H7” (or, in the case of a Serviced Whole Loan, substantially similar language notating an assignment in favor
of the Trustee (in such capacity and on behalf of the holders of any related Serviced Subordinate Companion Loan or Serviced Companion
Loan)), which assignment may be effected in the related Assignment of Mortgage;


 


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


 


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


 


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


 






    -68- 


     


    

 


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


 


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


 


(xii)       either
(A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall be assigned
to the Trustee and delivered to the Custodian on behalf of the Trustee on behalf of the Trust with a copy to be held by the Master
Servicer, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage
Loan, this Agreement or (B) the original of each letter of credit, if any, constituting additional collateral for such Mortgage
Loan, which shall be held by the Master Servicer on behalf of the Trustee, with a copy to be held by the Custodian on behalf of
the Trustee, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage
Loan, this Agreement (it being understood that each Mortgage Loan Seller has agreed (a) that the proceeds of such letter of credit
belong to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the letter of credit that the letter of credit
and the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within thirty (30) days (but in any event
to obtain within ninety (90) days) following the Closing Date, an acknowledgement thereof by the bank (with a copy of such acknowledgement
to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to the Custodian and the Trustee)) or a reissued
letter of credit and (c) to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the
failure of the Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including the right and power
to draw on the letter of credit). In the case of clause (B) above, the Master Servicer acknowledges that any letter of
credit held by it shall be held in its capacity as Master Servicer, and if the Master Servicer sells its rights to service the
applicable Mortgage Loan or is terminated or otherwise resigns, the Master Servicer shall assign the applicable letter of credit
to the Trust at the expense of the Master Servicer. Subject to Section 6.04, the Master Servicer shall indemnify the Trust
for any loss caused by the ineffectiveness of such assignment;


 


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


 


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


 


(xv)       copies
of any environmental insurance policy;


 


(xvi)      copies
of any affidavit and indemnification agreement;


 


(xvii)     if
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a)
an original or a copy of any franchise,


 






    -69- 


     


    

 


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


 


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


 


provided,
that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not
be deemed to include such documents and instruments required to be included therein unless they are actually received by the Custodian,
(b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred
to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then
the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed
Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage
Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage
File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage
Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note),
and (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment
in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such
instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall
hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s)
collectively and (II) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce
or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special
Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively.


 


Notwithstanding
any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan: (A) if the Custodian is not also the related
Non-Serviced Custodian, the preceding document delivery requirements shall be met by the delivery by the applicable Mortgage Loan
Seller of copies of the documents specified above (other than the Mortgage Notes (and all intervening endorsements) respectively
evidencing such Non-Serviced Mortgage


 



    -70- 


     


    

 


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


 


Notwithstanding
any contrary provision set forth above or in Section 2.01(c), in connection with each Servicing Shift Mortgage Loan (1)
instruments of assignment may be in blank and need not be recorded pursuant to this Agreement until the earliest of (i) the related
Controlling Companion Loan Securitization Date, in which case such instruments shall be assigned and recorded in accordance with
the related Non-Serviced PSA, (ii) the date such Mortgage Loan becomes a Specially Serviced Loan, in which case assignments and
recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans until the occurrence, if any,
of the related Controlling Companion Loan Securitization Date, and (iii) the expiration of 180 days following the Closing Date,
in which case assignments and recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans
until the occurrence, if any, of the related Controlling Companion Loan Securitization Date, and (2) following the related Controlling
Companion Loan Securitization Date, the Person selling the related Servicing Shift Control Note to the related Non-Serviced Depositor,
at its own expense, will be (A) entitled to direct the Trustee or Custodian to deliver the originals of all Mortgage


 



    -71- 


     


    

 


Loan documents
in its possession (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan and endorsements thereof)
to the related Non-Serviced Trustee or Non-Serviced Custodian, (B) if the right under clause (A) is exercised, required
to cause the retention by or delivery to the Trustee or Custodian of photocopies of the mortgage loan documents so delivered to
such Non-Serviced Trustee or Non-Serviced Custodian, (C) entitled to cause the completion and recordation of instruments of assignment
in the name of such Non-Serviced Trustee or Non-Serviced Custodian, and (D) if the right under clause (C) is exercised,
required to deliver to the Trustee (or the Custodian on its behalf) photocopies of any instruments of assignment so completed
and recorded.


 


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


 


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


 


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


 


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


 


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


 


(ii)        the
loan identification number;


 


(iii)       the
name of the related Mortgaged Property;


 


(iv)       the
Cut-off Date Balance;


 


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


 






    -72- 


     


    

 


(vi)       the
date of the related Mortgage Note;


 


(vii)       the
Maturity Date;


 


(viii)      the
Mortgage Rate;


 


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


 


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


 


(xi)        the
original amortization term;


 


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


 


(xiii)      the
Primary Servicing Fee Rate; and


 


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


 


“Mortgage
Loan Seller”: Each of (i) Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, or its
successor in interest, (ii) Argentic Real Estate Finance LLC, a Delaware limited liability company, or its successor in interest,
(iii) Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successor in interest, and (iv) Cantor Commercial
Real Estate Lending, L.P., a Delaware limited partnership, or its successor in interest.


 


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


 


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


 


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


 


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


 






    -73- 


     


    

 


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


 


“MSC
2019-H6 PSA”: The pooling and servicing agreement, dated as of June 1, 2019, between Morgan Stanley Capital I Inc.,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells
Fargo Bank, National Association, as certificate administrator and trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer.


 


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


 


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


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) as of any date of determination,
a rate per annum equal to the related Mortgage Rate then in effect (without regard to any increase in the interest rate
of any ARD Loan after its respective Anticipated Repayment Date), minus the related Administrative Cost Rate; provided,
that for purposes of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be
determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to
by the Master Servicer, the Special Servicer, a related Non-Serviced Master Servicer or a related Non-Serviced Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor or otherwise; provided,
further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day
months, then, solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage
Rate of such Mortgage Loan or for any one-month accrual period preceding a related Due Date will be the annualized rate at which
interest would have to accrue


 



    -74- 


     


    

 


in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month accrual
period at the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan,
the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which
is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless
the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding
the Due Date in March (or February, if the related Distribution Date is the final Distribution Date) (commencing in 2020), shall
be determined inclusive of the amounts withheld in the immediately preceding January and February, if applicable. With respect
to any REO Loan that is a successor to a Mortgage Loan, the Net Mortgage Rate shall be calculated as described above, determined
as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 






    -75- 


     


    

 


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


 



    -76- 


     


    

 


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


 



    -77- 


     


    

 


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


 


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


 



    -78- 


     


    

 


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


 



    -79- 


     


    

 


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


 


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


 


“Non-Reduced
Class”: Any Class of Principal Balance Certificates then outstanding for which (a)(1) the Original Certificate Balance
of such Class of Certificates minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments
or otherwise) distributed to the Certificateholders of such Class of Certificates, (y) any Cumulative Appraisal Reduction Amounts
allocated to such Class of Certificates and (z) any Realized Losses previously allocated to such Class of Certificates, is equal
to or greater than (b) 25% of the difference between (1) the Original Certificate Balance of such Class of Certificates and (2)
any payments of principal (whether as principal prepayments or otherwise) distributed to the Certificateholders of such Class
of Certificates.


 


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


 


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


 


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


 


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


 


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


 






    -80- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Serviced
Mortgage Loan”: Any Mortgage Loan other than a Serviced Mortgage Loan. Each of the Tower 28 Mortgage Loan, the FedEx
Niles Mortgage Loan, the 3 Columbus Circle Mortgage Loan and the AC by Marriott San Jose Mortgage Loan is a Non-Serviced Mortgage
Loan. On and after the related Controlling Companion Loan Securitization Date, each Servicing Shift Mortgage Loan shall be a Non-Serviced
Mortgage Loan.


 


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


 


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


 


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


 


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


 


“Non-Serviced
PSA”: A pooling and servicing agreement or trust and servicing agreement, as applicable, under which a Non-Serviced
Whole Loan is serviced. The Non-Serviced PSAs related to the Trust as of the Closing Date are (i) with respect to the Tower 28
Whole Loan, the BANK 2019-BNK17 PSA, (ii) with respect to the FedEx Niles Whole Loan, the MSC 2019-H6 PSA, (iii) with respect
to the 3 Columbus Circle Whole Loan, the Benchmark 2019-B10 PSA and (iv) with respect to the AC by Marriott San Jose Whole Loan,
the CF 2019-CF1 PSA. In addition, with respect to the Eleven Seventeen Perimeter Whole Loan, after the related Controlling Companion
Loan Securitization Date, the Eleven Seventeen Perimeter PSA shall be a Non-Serviced PSA.


 


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


 


“Non-Serviced
Subordinate Companion Loan”: With respect to any Non-Serviced Whole Loan, any related subordinate companion loan evidenced
by the related


 



    -81- 


     


    

 


promissory note made by the related Mortgagor and secured by the Mortgage on the related Non-Serviced Mortgaged
Property, which is not included in the Trust and which is subordinate in right of payment to the related Non-Serviced Mortgage
Loan and the Non-Serviced Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided
in the related Intercreditor Agreement.


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the Tower 28 Whole Loan, FedEx Niles Whole Loan, the 3 Columbus Circle Whole Loan and the AC by
Marriott San Jose Whole Loan. On and after the related Controlling Companion Loan Securitization Date, each Servicing Shift Whole
Loan shall be a Non-Serviced Whole Loan.


 


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


 


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


 


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


 


“Notional
Amount”: With respect to the Class X-A Certificates, the Class X-B Certificates and the Class X-D Certificates, the
Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-D Notional Amount, respectively.


 


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


 


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


 


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


 


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


 


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


 






    -82- 


     


    

 


“Operating
Advisor”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns,
or any successor operating advisor appointed as herein provided.


 


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


 


“Operating
Advisor Consultation Event”: The occurrence and continuance of either (i) the aggregate Certificate Balance of the RR
Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of such Classes) being 25% or less of the initial aggregate Certificate Balance of such Classes or (ii) a Control Termination
Event.


 


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


 


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


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a rate
with respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan) and any successor REO Loan equal to 0.00200% per
annum with respect to each Mortgage Loan.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of and for the benefit of the Certificateholders (as a collective whole as if such Certificateholders constituted a single
lender) and not for the benefit of any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that
the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan


 



    -83- 


     


    

 


Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder
or any of their Affiliates.


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)         the
Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable


 



    -84- 


     


    

 


insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -85- 


     


    

 


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


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pari
Passu Loan Primary Servicing Fee Rate”: The “master servicing fee rate” (or analogous term) (as defined
in the related Non-Serviced PSA) and any other servicing fee rate payable to the applicable Non-Serviced Master Servicer applicable
to any Non-Serviced Mortgage Loan equal to (i) 0.00250% per annum with respect to each of the Tower 28 Mortgage Loan, the
FedEx Niles Mortgage Loan, the 3 Columbus Circle Mortgage Loan and the Eleven Seventeen Perimeter Mortgage Loan (after the related
Controlling Companion Loan Securitization Date), and (ii) 0.02125% per annum with respect to the AC by Marriott San Jose
Mortgage Loan.


 


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


 






    -86- 


     


    

 


	Class 
	Pass-Through
Rate 

	Class
    A-1	2.3270%
    per annum
	Class
    A-2	2.4920%
    per annum
	Class
    A-SB	3.1710%
    per annum
	Class
    A-3	3.0050%
    per annum
	Class
    A-4	3.2610%
    per annum
	Class
    X-A	The
    related Class X Pass-Through Rate
	Class
    X-B	The
    related Class X Pass-Through Rate
	Class
    A-S	3.5240%
    per annum
	Class
    B	3.7250%
    per annum
	Class
    C	The
    lesser of the Weighted Average Net Mortgage Rate and 4.1280% per annum
	Class
    X-D	The
    related Class X Pass-Through Rate
	Class
    D	3.0000%
    per annum
	Class
    E-RR	The
    Weighted Average Net Mortgage Rate
	Class
    F-RR	The
    Weighted Average Net Mortgage Rate
	Class
    G-RR	The
    Weighted Average Net Mortgage Rate
	Class
    H-RR	The
    Weighted Average Net Mortgage Rate


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic
Payment”: With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is
payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy
or similar proceedings involving the related Mortgagor


 



    -87- 


     


    

 


or by reason of a modification, extension, waiver or amendment granted
or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law,
without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without
regard to any Excess Interest.


 


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


 


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


 


(ii)       time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of three (3) months or less, the short-term debt obligations
of which are rated in the highest short-term rating category by Moody’s and by Fitch and at least “A-1” by S&P
(for maturities of 60 days or less (or “A-1+” by S&P (for maturities of greater than 60 days but less than or
equal to 3 months)) and the long-term debt obligations of which are rated at least “A2” by Moody’s and “AA-”
by S&P (for maturities of greater than 60 days but less than or equal to 3 months), (B) in the


 



    -88- 


     


    

 


case of such investments with
maturities of six (6) months or less, but more than three (3) months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by
Moody’s and “AAA” (or the equivalent) by S&P, and (C) in the case of such investments with maturities of
more than six (6) months, the short-term obligations of which are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which are rated at least “Aaa” by Moody’s and “AAA” by S&P
(or, in the case of any such Rating Agency as set forth in clauses (A) through (B) above, such lower rating as is the subject
of a Rating Agency Confirmation by such Rating Agency);


 


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


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are
rated in the highest rating categories of each Rating Agency (in the case of KBRA, if then rated by KBRA), and (A) if such debt
obligations have a term of three months or less, the short-term obligations of the issuing corporation are rated in the highest
short-term rating category by Moody’s and “A-1+” by S&P (or “A-1” by S&P if the obligations
mature within sixty (60) days) or the long-term obligations of the issuing corporation are rated at least “A2” by
Moody’s and “AA-” by S&P (with a short-term rating of “A-1” by S&P), (B) if such debt obligations
have a term of more than three months and not in excess of six months, the short-term obligations of the issuing corporation are
rated in the highest short-term rating category by Moody’s and “A-1+” by S&P, and the long-term obligations
of the issuing corporation are rated at least “Aa3” by Moody’s and “AA-” by S&P (with a short-term
rating of “A-1” by S&P) and (C) if such debt obligations have a term of more than six months, the short-term obligations
of the issuing corporation are rated in the highest short-term rating category by Moody’s and the long-term obligations
of the issuing corporation are rated at least “Aaa” by Moody’s and “AA-” by S&P (with a short-term
rating of “A-1” by S&P) (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above,
such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, that securities issued by
any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then-outstanding
principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the
sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)       commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding
imposed by any non-United States


 



    -89- 


     


    

 


jurisdiction) (a) (1) in the case of such investments with maturities of thirty (30) days or
less, the short term obligations of which corporation are rated at least “P-1” by Moody’s, “A-1”
by S&P and “F1” by Fitch, (2) in the case of such investments with maturities of three (3) months or less, but
more than thirty (30) days, the short-term obligations of which are rated at least “P-1” by Moody’s, “A-1+”
by S&P (or “A-1” by S&P if the obligations mature within sixty (60) days) and “F1+” by Fitch,
or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch) and “A2” by Moody’s and “AA-” by S&P (with a short-term rating of “A-1”
by S&P), (3) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the
(A) the short-term obligations of which are rated at least “P-1” by Moody’s and “A-1+” by S&P,
and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s and “AA-”
by S&P (with a short-term rating of “A-1” by S&P), and (B) the short-term obligations of which are rated at
least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch
(with a short-term rating of “F1” by Fitch), and (4) in the case of such investments with maturities of more than
six (6) months, (A) the short-term obligations of which are rated at least “P-1” by Moody’s and “A-1+”
by S&P, and the long-term obligations of which are rated at least “Aaa” by Moody’s and “AA-”
by S&P (with a short-term rating of “A-1” by S&P), and (B) the short-term obligations of which are rated at
least “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a
short-term rating of “F1” by Fitch) and (b) such commercial paper is rated in the highest short-term category by KBRA
(if then rated by KBRA) (or, in the case of any such Rating Agency as set forth in subclauses (a) and (b) above, such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates (and the analogous concept
under the related securitization servicing agreement by such Rating Agency relating to any Serviced Companion Loan Securities));


 


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


 


(vii)       any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of
the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with
respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth
in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and


 



    -90- 


     


    

 


confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 


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


 


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


 


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


 


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


 






    -91- 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Pari Passu Companion
Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, after the related Determination Date (or,
with respect to each Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, with a Due Date occurring after the related
Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing
Fees, any related Pari Passu Loan Primary Servicing Fee and any related Excess Interest), to the extent not collected from the
related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued


 



    -92- 


     


    

 


at a rate per annum equal to (x) in the case of any Mortgage Loan other than a Serviced Mortgage Loan that is part of a
Serviced Whole Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator/Trustee
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of related Servicing Fees and
any related Excess Interest) on the amount of such Principal Prepayment during the period commencing on the date as of which such
Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due
Date. With respect to any Serviced AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated
first to the related Serviced Subordinate Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class
C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 






    -93- 


     


    

 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal
to the sum of the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date, including,
without limitation, the principal portion of any Balloon Payments received after the related Determination Date but on or prior
to the related Remittance Date that constitute a portion of the “Unscheduled Principal Distribution Amount” for such
Distribution Date in accordance with the penultimate paragraph of Section 3.05(a); provided that the Principal Distribution
Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable
Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed
out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that
are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case
of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including
REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution
Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


“Private
Placement Memorandum”: The private placement memorandum relating to the offer and sale of the Non-Registered Certificates,
dated July 17, 2019.


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to any
Specially Serviced Loan or the exercise of the Directing Certificateholder’s consent or consultation rights under this Agreement,
(ii) strategically sensitive information (including without limitation any such information contained within any Asset Status
Report or Final Asset Status Report) that the Special Servicer


 



    -94- 


     


    

 


has reasonably determined could compromise the Trust’s position
in any ongoing or future negotiations with the related Mortgagor or other interested party and that is labeled or otherwise identified
as Privileged Information by the Special Servicer or otherwise appears on its face to be strategically sensitive information and
(iii) information subject to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the
Asset Representations Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged”
without liability for any such reliance hereunder.


 


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


 


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


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless
be a Privileged Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special
Servicer Information specific to the related Excluded Special Servicer Loan, (ii) shall not directly


 



    -95- 


     


    

 


or indirectly provide any
information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliate involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate policies and procedures in
place in order to comply with the obligations described in clause (i) and (ii) above; provided, further,
that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to
restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer
Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further, that
the Master Servicer and the Certificate Administrator shall not restrict access by the Special Servicer to any information related
to any Mortgage Loan including any Excluded Special Servicer Loan; provided, further, that any Excluded Controlling
Class Holder shall be permitted to obtain from the Master Servicer or the Special Servicer, as applicable, in accordance with
Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website because of its Excluded Controlling
Class Holder status). In no case shall the Master Servicer be liable for any communication to the Special Servicer, or for any
disclosure of information to the Special Servicer, relating to an Excluded Special Servicer Loan (including any information delivered
to the Certificate Administrator for posting on the Certificate Administrator’s Website).


 


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


 


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


 


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


 


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


 


“Prospectus”:
The prospectus relating to the offer and sale of the Registered Certificates, dated July 17, 2019.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 






    -96- 


     


    

 


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


 


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


 


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


 


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


 


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


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall
mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such
purposes, the Mortgage Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant
to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the second
preceding sentence in respect of the successor REO Loan. With respect to any sale pursuant to Section 3.16(a)(ii) or Section
3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between
the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant
to, the provisions of the related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would
be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note will be its respective Mortgage Loan
Seller


 



    -97- 


     


    

 


Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing,
with respect to any repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price”
shall not include any amounts payable in respect of any related Companion Loan. Notwithstanding anything to the contrary in this
definition of “Purchase Price,” the Mortgage Loan Seller shall nevertheless be obligated to pay any amounts due and
owing under Section 3.08(e).


 


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


 


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


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer (i) that satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement, (ii) that is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) that is not obligated to pay the
Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement,
or (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement
Special Servicer to become the Special Servicer, (iv) that is not entitled to receive any compensation from the Operating Advisor
other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party
be appointed as the replacement special servicer, (v) that is not entitled to receive any fee from the Operating Advisor for its
appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi)(x) that confirms in writing that it was appointed to act as, and currently serves as, special servicer on a transaction-level
basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes
of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s and (y) with
respect to which Moody’s has not cited servicing 


 



    -98- 


     


    

 


concerns of such replacement special
servicer as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities rated by Moody’s in any other commercial mortgage-backed securities transaction serviced by
the replacement special servicer prior to the time of determination, (vii) that currently has a special servicer rating of at
least “CSS3” from Fitch, (viii) is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer and (ix) that has not been cited by S&P or KBRA as having servicing concerns that were the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer
prior to the time of determination.


 


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


 



    -99- 


     


    

 


Certificateholder (not to
be unreasonably withheld); provided, further, that no Mortgage Loan may be replaced by more than one substituted
mortgage loan.


 


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


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in July 2052.


 


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


 


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


 


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


 


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


 






    -100- 


     


    

 


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


 


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


 


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


 


“Registered
Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class X-A, Class X-B, Class B
and Class C Certificates.


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class
D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B and Class X-D Certificates.


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 



    -101- 


     


    

 


each of the following Classes of Lower-Tier Regular Interests, the
related Class of Certificates set forth below:


 


	Related
Certificates 
	Related
Lower-Tier Regular Interest 

	Class
    A-1 Certificates	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	Class
    LA2 Uncertificated Interest
	Class
    A-SB Certificates	Class
    LASB Uncertificated Interest
	Class
    A-3 Certificates	Class
    LA3 Uncertificated Interest
	Class
    A-4 Certificates	Class
    LA4 Uncertificated Interest
	Class
    A-S Certificates	Class
    LAS Uncertificated Interest
	Class
    B Certificates	Class
    LB Uncertificated Interest
	Class
    C Certificates	Class
    LC Uncertificated Interest
	Class
    D Certificates	Class
    LD Uncertificated Interest
	Class
    E-RR Certificates	Class
    LERR Uncertificated Interest
	Class
    F-RR Certificates	Class
    LFRR Uncertificated Interest
	Class
    G-RR Certificates	Class
    LGRR Uncertificated Interest
	Class
    H-RR Certificates	Class
    LHRR Uncertificated Interest


 


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


 


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


 


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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.14(b) on behalf of the Trustee for the


 



    -102- 


     


    

 


benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, as Special
Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Morgan
Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, REO Account”. Any such account
or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 



    -103- 


     


    

 


due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan
incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to a Serviced Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 


“Repurchased
Note”: As defined in Section 3.30.


 


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.30.


 


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


 


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


 






    -104- 


     


    

 


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


 


“Requesting
Investor”: As defined in Section 5.06(b)(ii).


 


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


 


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


 


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


 


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


 


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


 


“Retained
Defeasance Rights and Obligations”: Any of the MSMCH Seller Defeasance Rights and Obligations, the AREF Seller Defeasance
Rights and Obligations, the Starwood Lender Successor Borrower Right and the CCRE Lender Successor Borrower Right.


 


“Retained
Fee Rate”: A rate equal to 0.0025% per annum with respect to each Mortgage Loan.


 


“Retaining
Party”: Any Holder of an RR Certificate.


 


“Retaining
Sponsor”: Argentic Real Estate Finance LLC, acting as “retaining sponsor” as such term is defined in Risk
Retention Rule.


 


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


 






    -105- 


     


    

 


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


 


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


 


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


 


“Risk
Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. §246.1 et seq.), under Section 15G of the Exchange Act, as added
by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such rule
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Office of
the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation,
the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development in the adopting release
(79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to
time, in each case, as effective from time to time.


 


“RR
Certificates”: The Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


“RR
Certificates Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be established
at the direction of the Retaining Sponsor for the benefit of the Holder of the RR Certificates.


 


“Rule
144A”: Rule 144A under the Act.


 


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


 


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


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer
and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 






    -106- 


     


    

 


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


 


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


 


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


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to the related Collection Period and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the Mortgagor
as of the related Determination Date or, if applicable, as of such later date as would permit inclusion in the Available Funds
for such Distribution Date (or (i) with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after
the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by
the Master Servicer as of the Business Day preceding the related P&I Advance Date, and (ii) with respect to a Non-Serviced
Mortgage Loan, received by the Master Servicer as of such date as would permit inclusion in the Available Funds for such Distribution
Date) or advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution
Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date or, if applicable, as of such later date as would permit inclusion in the Available Funds for such Distribution Date (or
(i) with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date,
the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the
Business Day preceding the related P&I Advance Date and (ii) with respect to a Non-Serviced Mortgage Loan, received by the
Master Servicer as of such date as would permit inclusion in the Available Funds for such Distribution Date), and to the extent
not included in clause (a) above for the subject Distribution Date or in the Scheduled Principal Distribution Amount for
any preceding Distribution Date.


 


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


 


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


 


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


 






    -107- 


     


    

 


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


 


“Serviced
AB Control Appraisal Period”: With respect to any Serviced AB Whole Loan, the period during which a “control appraisal
event” (or analogous term) exists under the related Serviced AB Intercreditor Agreement.


 


“Serviced
AB Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of a Serviced Subordinate Companion
Loan and the holder of the related Serviced Mortgage Loan, relating to the relative rights of such holders of the related Serviced
AB Whole Loan, as the same may be further amended in accordance with the terms thereof. As of the Closing Date, the only Serviced
AB Intercreditor Agreement related to the Trust shall be the Grand Canal Shoppes Intercreditor Agreement.


 


“Serviced
AB Mortgage Loan”: A senior “A note” that is part of a Serviced AB Whole Loan and which is a Serviced Mortgage
Loan that is part of the Trust Fund and that is senior in right of payment to the related Serviced Subordinate Companion Loan
to the extent set forth in the related Intercreditor Agreement. As of the Closing Date, the only Serviced AB Mortgage Loan related
to the Trust shall be the Grand Canal Shoppes Mortgage Loan.


 


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


 


“Serviced
AB Whole Loan”: A Whole Loan that consists of a Serviced Mortgage Loan and one or more related Serviced Subordinate
Companion Loans and may also include one or more Serviced Pari Passu Companion Loans. As of the Closing Date, the only Serviced AB
Whole Loan related to the Trust shall be the Grand Canal Shoppes Whole Loan.


 


“Serviced
AB Whole Loan Controlling Holder”: The “Directing Lender” or similarly defined party identified in the related
Serviced AB Intercreditor Agreement.


 


“Serviced
Companion Loan”: Each of the Serviced Pari Passu Companion Loans and any Serviced Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of the Serviced Companion Loans.


 


“Serviced
Mortgage Loan”: A Mortgage Loan serviced and administered under this Agreement.


 


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


 






    -108- 


     


    

 


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


 


“Serviced
Pari Passu Mortgage Loan”: Each of (a) the SoCal Retail Portfolio Mortgage Loan, the Embassy Suites at Centennial Olympic
Park Mortgage Loan, the 125 Borinquen Place Mortgage Loan, the Visions Hotel Portfolio II Mortgage Loan and the Legacy Tower Mortgage
Loan and (b) each Servicing Shift Mortgage Loan (prior to the related Controlling Companion Loan Securitization Date).


 


“Serviced
Pari Passu Whole Loan”: Each of (a) the SoCal Retail Portfolio Whole Loan, the Embassy Suites at Centennial Olympic
Park Whole Loan, the 125 Borinquen Place Whole Loan, the Visions Hotel Portfolio II Whole Loan and the Legacy Tower Whole Loan
and (b) each Servicing Shift Whole Loan (prior to the related Controlling Companion Loan Securitization Date).


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer and relates to a Serviced REO Property.


 


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


 


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


 


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


 


“Serviced
Whole Loan”: Each of the Serviced Pari Passu Whole Loans and any Serviced AB Whole Loan.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan: (a) the applicable date set forth in the related
Intercreditor Agreement for remittances by the Master Servicer to the holder of such Serviced Companion Loan; or (b) if no such
date described in clause (a) is set forth in the related Intercreditor Agreement, the applicable remittance date, which shall
be (i) prior to contribution of such Serviced Companion Loan to an Other Securitization, the Remittance Date and (ii) following
contribution of such Serviced Companion Loan to an Other Securitization, the earlier of (A) Remittance Date or (B) the Business
Day immediately succeeding the “determination date” set forth in the related Other 


 



    -109- 


     


    

 


Pooling and Servicing
Agreement, provided, such Serviced Whole Loan Remittance Date
shall not be earlier than the sixth (6th) day of any month.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Serviced Mortgage Loan (and any related
Serviced Companion Loan) in respect of which a default, delinquency or other unanticipated event has occurred or as to which a
default is reasonably foreseeable or (b) a Mortgaged Property securing a Serviced Mortgage Loan or a related REO Property, including,
in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the
Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of
a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation
Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,”
(iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation,
leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid
as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include
allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO Property.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to
time and which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan, Serviced Companion Loan and REO Loan, the fee payable to the Master Servicer
pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to (i) each Mortgage Loan and REO Loan, a per annum rate equal to 0.00250% plus the rate
set forth on the Mortgage Loan Schedule under the heading “Primary Servicing Fee Rate”, in each case computed on the
basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated
in respect of such loan, and (ii) each Serviced Companion Loan, 0.00250% per annum, in each case computed on
the basis of the Stated Principal Balance of the related Serviced Companion Loan in the same manner in which interest is calculated
in respect of such loan; provided, that with respect to each Servicing Shift Mortgage Loan, on and after the related Controlling
Companion Loan Securitization Date, the Primary Servicing Fee Rate with


 



    -110- 


     


    

 


respect to such Mortgage Loan comprising a part of the
related Servicing Fee Rate shall be 0% per annum (and the amount of the reduction in the “Servicing Fee Rate”
will instead be paid to the related Non-Serviced Master Servicer as the Pari Passu Loan Primary Servicing Fee Rate).


 


“Servicing
File”: With respect to any Mortgage Loan, a photocopy of all items required to be included in the Mortgage File, together
with, without duplication, to the extent required to be (and actually) delivered to the applicable Mortgage Loan Seller or other
originator pursuant to the applicable Mortgage Loan documents, copies of the following items: the Mortgage Note, any Mortgage,
the Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, any insurance policies
or certificates (as applicable), any property inspection reports, any financial statements on the property, any escrow analysis,
any tax bills, any Appraisal, any environmental report, any engineering report, third-party management agreements, any asset summary,
financial information on the Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor agreement and any
environmental insurance policies.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator,
that is performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5%
or less of the Mortgage Loans by unpaid principal balance as of any date of determination in accordance with ARTICLE XI
or (ii) the Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange
Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with
the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG
hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with
Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Shift Control Note”: With respect to any Servicing Shift Whole Loan, the “Controlling Note” or other similar
term specified in the related Intercreditor Agreement. As of the Closing Date, the Eleven Seventeen Perimeter Controlling Pari
Passu Companion Loan will be a Servicing Shift Control Note related to the Trust.


 


“Servicing
Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, the related Mortgage Loan included in the Trust.


 


“Servicing
Shift Whole Loan”: Any Whole Loan that is a Serviced Whole Loan on the Closing Date (the servicing of which is initially
governed by this Agreement) and on and


 



    -111- 


     


    

 


after the related Controlling Companion Loan Securitization Date, will become a Non-Serviced
Whole Loan (the servicing of which will be governed by the related Non-Serviced PSA). As of the Closing Date, the only Servicing
Shift Whole Loan related to the Trust shall be the Eleven Seventeen Perimeter Whole Loan.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Serviced Mortgage Loan, or related Serviced Companion Loan, the occurrence of any
of the following events:


 


(i)       with
respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred
at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Serviced Companion Loan has been
extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)       with
respect to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and
the related Mortgagor has not provided the Master Servicer (who shall promptly forward such written evidence to the Special Servicer)
or the Special Servicer, as of the related Maturity Date, written evidence from an institutional lender of such lender’s
binding commitment to refinance such Mortgage Loan or a signed purchase and sale agreement with respect to a sale of the Mortgaged
Property (in each case subject only to typical due diligence and closing conditions and, in the case of a purchase and sale agreement,
such agreement will include delivery of an acceptable deposit by the purchaser) in a manner consistent with CMBS market practices
and that is satisfactory in form and substance to the Master Servicer and the Special Servicer from an acceptable lender or purchaser
reasonably satisfactory to the Master Servicer and the Special Servicer (and the Master Servicer or Special Servicer, as applicable,
shall promptly forward such commitment or other similar refinancing documentation to the other such party), which provides that
such refinancing or sale will occur within one hundred-twenty (120) days of such related Maturity Date, provided that such
Mortgage Loan and any related Serviced Companion Loan, as applicable, will become a Specially Serviced Loan immediately (a) if,
in the judgment of the Special Servicer in accordance with the Servicing Standard, the related Mortgagor fails to diligently pursue
such refinancing or sale, or fails to satisfy any condition of such refinancing or sale, or the related Mortgagor fails to pay
any Assumed Scheduled Payment on the related Due Date (subject to any applicable Grace Period) at any time before the refinancing
or sale, (b) if such refinancing or sale does not occur within one hundred twenty (120) days of the related Maturity Date (or
within such shorter period as the refinancing or sale is scheduled to occur pursuant to the related refinancing documentation
or purchase agreement), or (c) the related refinancing documentation or purchase agreement is terminated before the refinancing
or sale is scheduled to occur; or


 


(iii)       any
Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan
with mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related Companion
Loan or the holders of related mezzanine debt, as applicable, cures


 



    -112- 


     


    

 


such delinquency, subject to the terms and provisions of the
related Intercreditor Agreement); or


 


(iv)       the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer unless a Control Termination Event has occurred
and is continuing (and subject to the DCH Limitations), with the consent of the Directing Certificateholder) makes a judgment
that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty
(60) days; or


 


(v)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order was involuntary
and is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within
sixty (60) days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage
Loan (and any related Serviced Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing
Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed
to the Trust Fund by the Special Servicer); or


 


(vi)       the
related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)       the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or


 


(viii)       a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, prior to
the occurrence and continuance of any Control Termination Event (and subject to the DCH Limitations), with the consent of the
Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect the interests
of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder),
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans, as the
case may be), if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage
Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an
Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of cure, sixty (60) days);
or


 






    -113- 


     


    

 


(ix)       the
Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the
Mortgage on the related Mortgaged Property; or


 


(x)       the
Master Servicer or Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control
Termination Event (and subject to the DCH Limitations), with the consent of the Directing Certificateholder) determines that (i)
a default (other than as described in clause (iv) above) under a Mortgage Loan or related Serviced Companion Loan is imminent
or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security
for the Mortgage Loan and related Serviced Companion Loan (if any) or otherwise materially adversely affect the interests of Certificateholders
(and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole
(taking into account the subordinate or pari passu nature of any Serviced Companion Loans, as the case may be), and (iii)
the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan or related Serviced Companion
Loan, as applicable, or, if no cure period is specified and the default is capable of being cured, for sixty (60) days (provided
that such 60-day grace period does not apply to a default that gives rise to immediate acceleration without application of
a grace period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable; provided that any
determination that a Servicing Transfer Event has occurred under this clause (x) with respect to any Mortgage Loan or related
Serviced Companion Loan, as applicable, solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain
or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the
Special Servicer (prior to the occurrence and continuance of any Control Termination Event (and subject to the DCH Limitations),
with the consent of the Directing Certificateholder);


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date (or, with respect to any Serviced Companion
Loan securitized pursuant to an Other Pooling and Servicing Agreement, the “distribution date” or other analogous
term defined under such Other Pooling and Servicing Agreement) occurring on or immediately following the date on which financial
statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


 






    -114- 


     


    

 


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


 


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


 


“SoCal
Retail Portfolio Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of June 19, 2019, by
and between the holders of the respective promissory notes evidencing the SoCal Retail Portfolio Whole Loan, relating to the relative
rights of such holders of the SoCal Retail Portfolio Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“SoCal
Retail Portfolio Mortgage Loan”: With respect to the SoCal Retail Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes
A-1 and A-5, and is pari passu in right of payment with the SoCal Retail Portfolio Serviced Pari Passu Companion Loans
to the extent set forth in the SoCal Retail Portfolio Intercreditor Agreement.


 


“SoCal
Retail Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the SoCal Retail
Portfolio Whole Loan.


 


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


 


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


 


“Sole
Certificateholder”: Any Certificate Owner of Book-Entry Certificates or Holder of Definitive Certificates (or one or
more such Certificate Owners and/or Holders acting in unanimity),which Certificates represent 100% of the then-outstanding Class
E-RR, Class F-RR, Class G-RR and Class H-RR Certificates; provided, that the Certificate Balances of the Class A-1, Class
A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, and Class D Certificates have been reduced to zero.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Serviced Mortgage Loans (other than any Excluded Special Servicer Loan) and
the Serviced Companion Loans, LNR


 






    -115- 


     


    

 


Partners, LLC, and its successors in interest and assigns, or any successor special servicer
appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed
pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require.


 


“Special
Servicer Decision”: Any of the following with respect to a Serviced Mortgage Loan or Serviced Whole Loan that is not
otherwise a Major Decision:


 


(a)       approving
or denying leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements
or other similar agreements for all leases (other than, in each case, Ground Leases) in excess of the lesser of (y) 30,000 square
feet and (z) 30% of the net rentable area at the related Mortgaged Property;


 


(b)       approving
annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x
(to the extent lender approval is required under the related Mortgage Loan document) with material (more than 10%) increases in
operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding
affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);


 


(c)       any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit, in each case,
held as “performance”, “earn-out” or “holdback” escrows or reserves, including the funding
or disbursement of any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties specifically identified
on Schedule 3 to this Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which
the satisfaction of performance related criteria is not required pursuant to the terms of the related Mortgage Loan documents
(for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves,
lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with
the Mortgage Loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special
Servicer, shall not constitute a Special Servicer Decision);


 


(d)       any
requests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced
Whole Loan other than: (i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged
Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan or Serviced Whole Loan; (ii)
the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral; (iii) the acceptance
of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a defeasance;
or (iv) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material
portion of the Mortgaged Property;


 






    -116- 


     


    

 


(e)       approving
any transfer of an interest in the Mortgagor under a Serviced Mortgage Loan or an assumption agreement, unless such transfer or
assumption (i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or
discretion other than confirming the satisfaction of the conditions to the transfer or assumption set forth in the related Mortgage
Loan documents that do not include lender approval or the exercise of lender discretion, including a consent to transfer or assumption
to any subsidiary or affiliate of such Mortgagor or to a Person acquiring less than a majority interest in such Mortgagor and
(ii) does not involve incurring new mezzanine financing or a change in control of the Mortgagor;


 


(f)        requests
to incur additional debt in accordance with the terms of the related Mortgage Loan documents;


 


(g)       approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


(h)       approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments
with respect to the related Mortgage Loan;


 


(i)        agreeing
to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if
such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but
excluding non-monetary events of default other than defaults relating to transfers of interest in the borrower or the existing
collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral required
under the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United
States of America would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if
the related Mortgage Loan documents do not otherwise permit such principal prepayment; and


 


(j)        determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease (and in any such case, the Master Servicer will be required
to provide the Special Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where
the collateral for the Mortgage Loan is the Ground Lease).


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and Serviced REO Loan, the fee payable to the Special Servicer
pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each Serviced REO Loan on a loan-by-loan basis,
either (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including
any REO Loan) and any related Serviced Companion Loan, as applicable, in the same manner as interest is calculated on such Specially
Serviced Loan; or (b) if the rate in clause (a) would result in a


 



    -117- 


     


    

 


Special Servicing Fee that would be less than $3,500,
in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or Serviced REO Loan shall
be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to
such Specially Serviced Loan or Serviced REO Loan.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


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


 


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


 


“Starwood
Loans”: As defined in Section 3.18(i).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such
Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received) minus (y) the sum of:


 


(i)        the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor on or prior
to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination or advanced
by the Master Servicer as of the most recent Distribution Date coinciding with or preceding such date of determination;


 


(ii)       all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution) and on or prior to the Determination Date for the most
recent Distribution Date coinciding with or preceding such date of determination;


 


(iii)      the
principal portion of all Insurance and Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan
after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, after the Due Date in the related month of substitution)
and on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination;
and


 


(iv)      any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred after the Cut-off Date (or, in the case
of a Qualified Substitute Mortgage


 



    -118- 


     


    

 


Loan, after the Due Date in the related month of substitution) and on or prior to the Determination
Date for the most recent Distribution Date coinciding with or preceding such date of determination.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated
Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)        the
principal portion of any P&I Advance made with respect to such REO Loan as of the most recent Distribution Date coinciding
with or preceding such date of determination; and


 


(ii)       the
principal portion of all Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues received with respect to such
REO Loan on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of
determination.


 


Notwithstanding
anything herein to the contrary, if a Mortgage Loan or REO Loan is paid in full or the Mortgage Loan or REO Loan (or any REO Property)
is otherwise liquidated, then as of the first Distribution Date that relates to the first Determination Date coinciding with or
following to the date of such event, and notwithstanding that a loss may have occurred in connection with any liquidation, the
Stated Principal Balance of the Mortgage Loan or REO Loan will be zero.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan, as applicable, on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor
Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the


 



    -119- 


     


    

 


direction or authority of the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject
Loans”: As defined in Section 12.02(a).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR or Class H-RR Certificate.


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the
excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated
Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and
interest due during or prior to the month of substitution.


 


“Successor
Third-Party Purchaser”: A third party purchaser (other than a Majority Owned Affiliate of the Retaining Sponsor) that
acquires all of the RR Certificates from the Retaining Sponsor or a Majority Owned Affiliate thereof in compliance with this Agreement,
the Credit Risk Retention Agreement, an eligible subsequent credit risk retention agreement and Rule 7 of the Risk Retention Rule.


 


“Surviving
Entity”: As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 






    -120- 


     


    

 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“Threshold
Event Collateral”: With respect to any Serviced AB Whole Loan, any additional collateral posted by the holder of the
related Serviced Subordinate Companion Loan under the related Intercreditor Agreement so as to enable such holder to remain the
“Controlling Holder” (or other analogous term) under the related Intercreditor Agreement with respect to such Serviced
AB Whole Loan as and to the extent provided for in the related Intercreditor Agreement.


 


“Tower
28 Intercreditor Agreement”: That certain Intercreditor Agreement, dated as of March 25, 2019, by and between the holders
of the respective promissory notes evidencing the Tower 28 Whole Loan, relating to the relative rights of such holders, as the
same may be amended in accordance with the terms thereof.


 


“Tower
28 Mortgage Loan”: With respect to the Tower 28 Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is evidenced by promissory note A-3, and is pari passu in
right of payment with the Tower 28 Non-Serviced Pari Passu Companion Loans and generally senior in right of payment to the Tower
28 Non-Serviced Subordinate Companion Loan to the extent set forth in the Tower 28 Intercreditor Agreement.


 


“Tower
28 Mortgaged Property”: The Mortgaged Property that secures the Tower 28 Whole Loan.


 


“Tower
28 Non-Serviced Pari Passu Companion Loans”: With respect to the Tower 28 Whole Loan, as of the Closing Date, the pari
passu companion loans evidenced by the related promissory notes A-1 and A-2, made by the related Mortgagor and secured by the
Mortgage on the Tower 28 Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the Tower 28 Mortgage Loan and generally senior in right of payment to the Tower 28 Non-Serviced Subordinate Companion Loan
to the extent set forth in the related Mortgage Loan documents and as provided in the Tower 28 Intercreditor Agreement.


 


“Tower
28 Non-Serviced Subordinate Companion Loan”: With respect to the Tower 28 Whole Loan, as of the Closing Date, the Companion
Loan evidenced by the promissory note designated as promissory note B, made by the related Mortgagor and secured by the Mortgage
on Tower 28 Mortgaged Property, which is not included in the Trust and which is generally subordinate in right of payment to the
Tower 28 Mortgage Loan and the Tower 28 Non-Serviced Pari Passu Companion Loans to the extent set forth in the related Mortgage
Loan documents and as provided in the Tower 28 Intercreditor Agreement.


 


“Tower
28 Whole Loan”: The Tower 28 Mortgage Loan, together with the Tower 28 Non-Serviced Pari Passu Companion Loans and the
Tower 28 Non-Serviced Subordinate Companion Loan, each of which is secured by the same Mortgage on the Tower 28 Mortgaged Property.
References herein to the Tower 28 Whole Loan shall be construed to refer to the


 



    -121- 


     


    

 


aggregate indebtedness under the Tower 28 Mortgage
Loan, the Tower 28 Non-Serviced Pari Passu Companion Loans and the Tower 28 Non-Serviced Subordinate Companion Loans.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transfer
Restriction Period”: The period from the Closing Date to the earlier of: (a) the latest of (i) the date on which the
aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans; (ii) the date on which the total outstanding Certificate Balance of the Principal Balance Certificates
has been reduced to 33.0% of the total outstanding Certificate Balance of the Principal Balance Certificates as of the Closing
Date; and (iii) two years after the Closing Date, and (b) such time as when the Risk Retention Rule ceases to require the retention
of risk with respect to the securitization of the Mortgage Loans contemplated by this Agreement, resulting from the repeal, amendment
or modification of all or any applicable portion of the Risk Retention Rule.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Morgan Stanley Capital I Trust 2019-H7”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest


 



    -122- 


     


    

 


therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust Fund.


 


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


 


“Trust-Related
Litigation”: As defined in Section 3.31(a).


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underlying
Class(es)”: With respect to each Class of Class X Certificates, the Class(es) of Principal Balance Certificates set
forth in the table below next to such Class of Class X Certificates whose Certificate Balance(s) comprise the Notional Amount
of such Class of Class X Certificates.


 


	Class 
	Underlying
Class(es) 

	Class
    X-A	Class
    A-1, Class A-2, Class A-SB, Class A-3 and Class A-4
	Class
    X-B	Class
    A-S, Class B and Class C
	Class
    X-D	Class
    D


 


“Underwriters”:
Morgan Stanley & Co. LLC, Cantor Fitzgerald & Co. and The Williams Capital Group, L.P.


 






    -123- 


     


    

 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following to the extent
not included in the Unscheduled Principal Distribution Amount for any prior Distribution Date: (a) all Principal Prepayments received
on such Mortgage Loan on or prior to the Determination Date; (b) the principal portions of all Liquidation Proceeds, Insurance
and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees and Workout Fees payable in respect of the related
Mortgage Loan as of the date of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent that
such amount was transferred into the Collection Account during the related Collection Period, accrued interest on Advances and
other additional expenses of the Trust incurred in connection with the related Mortgage Loan and payable as of the date of receipt
of such proceeds) and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to
the related Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal
for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date; and (c)
the principal portion of any Balloon Payments received after the related Determination Date but on or prior to the related Remittance
Date that are deemed received during the related Collection Period for such Distribution Date in accordance with the penultimate
paragraph of Section 3.05(a).


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 






    -124- 


     


    

 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


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


 


“Visions
Hotel Portfolio II Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of June 11, 2019, by and between
the holders of the respective promissory notes evidencing the Visions Hotel Portfolio II Whole Loan, relating to the relative
rights of such holders of the Visions Hotel Portfolio II Whole Loan, as the same may be amended in accordance with the terms thereof.


 


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


 


“Visions
Hotel Portfolio II Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the Visions Hotel
Portfolio II Whole Loan.


 


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


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case


 



    -125- 


     


    

 


of the Class X Certificates (allocated pro rata among the respective Classes thereof based upon their
respective Notional Amounts as of the date of determination) and (ii) in the case of any Class of Principal Balance Certificates,
a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance of such Class
determined as of the prior Determination Date, and the denominator of which is equal to the aggregate of the Certificate Balances
of all Classes of Principal Balance Certificates, each determined as of the prior Determination Date (and solely in connection
with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating
Advisor pursuant to Section 3.26(j), such numerator and denominator shall take into account any notional reduction in the
Certificate Balance of any Class of Principal Balance Certificates for Cumulative Appraisal Reduction Amounts allocated to such
Class). The Voting Rights of any Class of Certificates are required to be allocated among Certificateholders of such Class in
proportion to their respective Percentage Interests. Neither the Class V nor Class R Certificates will be entitled to any Voting
Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date (or,
in the case of the initial Distribution Date, as of the Closing Date)


 


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


 


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


 


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


 


“Whole
Loan”: Any of the Grand Canal Shoppes Whole Loan, the SoCal Retail Portfolio Whole Loan, the Embassy Suites at Centennial
Olympic Park Whole Loan, the 125 Borinquen Place Whole Loan, the Visions Hotel Portfolio II Whole Loan, the Tower 28 Whole Loan,
the FedEx Niles Whole Loan, the Legacy Tower Whole Loan, the 3 Columbus Circle Whole Loan, the Eleven Seventeen Perimeter Whole
Loan and the AC by Marriott San Jose Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the related


 



    -126- 


     


    

 


Mortgagor to pay such amount under the terms of the modified loan documents.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c)
at a rate equal to the Workout Fee Rate applied to each collection of interest and principal (including scheduled payments,
prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect
shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding
any amount for which a Liquidation Fee would be paid, late payment charges, Default Interest and Excess Interest) received on
a Specially Serviced Loan that becomes a Corrected Loan for so long as it remains a Corrected Loan, pursuant to Section 3.11(c)
of this Agreement; provided, that in no event shall the Workout Fee exceed $1,000,000, in the aggregate with respect
to any particular workout of a Mortgage Loan (together with any related Serviced Companion Loan) that is a Specially Serviced
Loan; provided, further, that after receipt by the Special Servicer of Workout Fees with respect to a Corrected
Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee
Amount; provided, further, that in the event the Workout Fee collected over the course of such workout calculated
at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment
on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable
to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000.


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a rate equal to 1.00%.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section
1.02     Certain Calculations. Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the parties hereto, the following provisions shall
apply:


 


(i)         All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)        Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, that for purposes of calculating distributions on the


 



    -127- 


     


    

 


Certificates, Principal Prepayments
with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing Standard
consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage
Loan, on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a) and (c), (b) any Realized Losses allocated
to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and (c) any recoveries
on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal
collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries
are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)       Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate equal to (a) for
principal and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the Special Servicer of
a Defaulted Loan, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan that is part of a Serviced Whole Loan, an expense that shall be applied in
accordance with the related Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement,
then, to the extent such Intercreditor Agreement refers to this Agreement for the application of trust fund expenses or such Intercreditor
Agreement does not prohibit the following application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole
Loan, pro rata and pari passu, to the Trust and to the related Serviced Pari Passu Companion Loans in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loans or (ii) with respect to any Serviced AB Whole Loan, first, to the related Serviced Subordinate Companion Loan and
then, pro rata and pari passu, to the Trust and to the related Serviced Pari Passu Companion Loans in accordance
with the


 



    -128- 


     


    

 


respective Stated Principal
Balances of the related Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans.


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01     Conveyance of Mortgage Loans.  (a) The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust,
assign, sell, transfer and convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the
Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule;
(ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee
pursuant to Section 14 thereof (and are so assigned hereunder); (iii) the Depositor’s rights under any Intercreditor Agreement
and, if applicable, the related Non-Serviced PSA or Other Pooling and Servicing Agreement with respect to any Mortgage Loan that
is part of a Whole Loan; and (iv) all other assets included or to be included in the Lower-Tier REMIC or the Grantor Trust (in
each case, other than (v) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date;
(w) prepayments of principal collected on or before the Cut-off Date; (x) with respect to those Mortgage Loans that were closed
in July 2019 but have their first Due Date after July 2019, any interest amounts relating to the period prior to the Cut-off Date;
and (y) any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed
Assets”). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the
Trustee of the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee
pursuant to Section 14 thereof it is intended that the Trustee get the benefit of Sections 1, 2, 4.1 (other than clause 4.1.7
and clause 4.1.14), 5, 9, 10, 11, 12, 13, and 15 thereof in connection with any exercise of rights under the assigned sections,
and the Depositor shall use its best efforts to make available to the Trustee the benefits of such sections in connection therewith.


 


(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition
of “Mortgage File” (provided, that if any such document (other than a document specified in clause (i) of the
definition of “Mortgage File”) is not available on the Closing Date, it shall be delivered to the Custodian in accordance
with clause (B) below) and (B) on or before the date that is 45 days following the Closing Date (or such later date as may be
provided under Sections 2.01(b) or (c) hereof with respect to any item), the remainder of the Mortgage File for
each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date (which
delivery shall be subject to the penultimate paragraph of the


 



    -129- 


     


    

 


definition of “Mortgage File”), any other items required
to be delivered or deposited by the Mortgage Loan Seller pursuant to this Section 2.01(b) or Section 2.01(c) of
this Agreement (other than amounts from reserve accounts (which shall be delivered in accordance with Section 2.01(f) of
this Agreement) and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan,
and to take such other actions and pay such costs with respect to the Mortgage Loans as may be contemplated to be taken or paid
by the applicable Mortgage Loan Seller under Sections 2.01(b) and (c) hereof. If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses
(ii), (iii), (v), (vi) and/or (ix) of the definition of “Mortgage File” with evidence
of filing or recording thereon, solely because of a delay caused by the public filing or recording office where such document
or instrument has been delivered, or will be delivered within the forty-five (45) day period following the Closing Date, for filing
or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall
be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original
or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the
applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted or to be submitted for filing or recording) is delivered to the Custodian within such forty-five (45) day period, and
such delivery requirements shall be deemed satisfied in full if either the original of such non-delivered document or instrument,
or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance company,
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”,
to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon,
is delivered to the Custodian within one hundred eighty (180) days of the Closing Date (or within such longer period (not to exceed
eighteen (18) months) after the Closing Date as the Custodian shall consent to, which consent shall not be unreasonably withheld
as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than
every ninety (90) days following such one hundred eighty (180) day period after the Closing Date, attempting in good faith to
obtain from the appropriate public filing office or county recorder’s office such original or photocopy). If the applicable
Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iii), (v), (vi) and/or (ix) of the definition
of “Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded or filed), for any other
reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included
in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon
and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage
File” by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete
copy of the original thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither
the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller


 



    -130- 


     


    

 


or the Depositor to comply
with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing
Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver
(in complete and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor
of the Trustee referred to in clause (iv) or clause (vi) of the definition of “Mortgage File” solely
because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan
Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment
of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not
to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to the penultimate paragraph
of the definition of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent
is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause
(iv) or clause (vi) of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally
satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect
to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything
herein to the contrary, with respect to the delivery of a letter of credit in the manner described in clause (A) of clause
(xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver the original to
the Master Servicer within ten (10) Business Days following the Closing Date (which letter of credit shall be titled in the name
of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf
of Wells Fargo Bank, National Association, as Trustee, for the benefit of registered holders of Morgan Stanley Capital I Trust
2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7”), and a copy to the Custodian or, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment
of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that
may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents), the applicable Mortgage Loan Seller shall be deemed to
have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering
to the Custodian within ten (10) Business Days following the Closing Date with respect to any such


 



    -131- 


     


    

 


letter(s) of credit a copy
of such letter of credit, the transfer documentation and such transmittal communication to the issuing bank indicating that such
document has been delivered to the issuing bank for reissuance. If a letter of credit is not in a form that would allow the Master
Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the
related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver copies of the appropriate transfer or assignment
documents to the Custodian promptly following receipt of written notification thereof. If not otherwise paid by the related Mortgagor,
the applicable Mortgage Loan Seller shall pay any transfer fee required in order to transfer the beneficiary’s interest
from such Mortgage Loan Seller to Master Servicer on behalf of the Trust as required hereunder and shall cooperate with the reasonable
requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such
letter of credit is reissued to the Master Servicer on behalf of the Trust. Regardless of the manner of delivery, the related
Mortgage Loan Seller shall, pursuant to the related Mortgage Loan Purchase Agreement, indemnify the Trust for any liabilities,
charges, costs, fees or other expenses accruing from the failure of such Mortgage Loan Seller to assign all rights in and to the
letter of credit hereunder including the right and power to draw on the letter of credit.


 


(c)       Except
in the case of a Non-Serviced Mortgage Loan, and subject to the definition of “Mortgage File” in the case of a Servicing
Shift Mortgage Loan, the related Mortgage Loan Seller shall, at its sole cost and expense, cause each Assignment of Mortgage,
each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and each, individually, an “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable
Mortgage Loan Purchase Agreement to be prepared in proper form for filing or recording, as applicable, and promptly (and in any
event within one hundred twenty (120) days after the later of the Closing Date and Seller’s actual receipt of the related
documents and the necessary recording and filing information) submit such Assignments for filing or recording, as the case may
be, in the applicable public filing or recording office. On the Closing Date, the applicable Mortgage Loan Seller may deliver
one (1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as
provided in Section 2.01(b). Each such Assignment submitted for recording shall reflect that it (or a certified copy thereof)
should be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related
Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any
such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof,
and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian
to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument
is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded
or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein,
on or about one hundred eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare,
at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller
or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or
filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording
or filing as the case may be, of any such Assignment, it shall so


 



    -132- 


     


    

 


advise the related Mortgage Loan Seller who may then pursue
such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense,
and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense
of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records
of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a
copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment
cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the
Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall cause (and pay the expenses for) the preparation of, and execute, replacement Assignments
for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the
Custodian, fail to appear of record and must be resubmitted. Notwithstanding the fact that such Assignments of Mortgages, assignments
of Assignments of Leases (to the extent separate from the Assignments of Mortgages) and assignments of UCC financing statements
shall name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree that for
all purposes each Mortgage Loan shall be deemed to have been transferred from the applicable Mortgage Loan Seller to the Depositor,
and all Mortgage Loans shall be deemed to have been transferred from the Depositor to the Trustee on behalf of the Certificateholders.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each related Mortgage
File (to the extent not already delivered or made available to the Master Servicer) shall be delivered by the Depositor or the
applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and shall be held
by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier
Regular Interests) and, if applicable, on behalf of the related Companion Holder, provided, that with respect to the Mortgage
File, if any document required to be contained therein is not available on the date that is five (5) Business Days after the Closing
Date, such document shall be delivered to the Master Servicer on or before the date such document is required to be delivered
to the Custodian pursuant to subsection (b) above. Such documents and records shall be any documents and records (with the exception
of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing File and shall
include, with respect to any Whole Loan, a copy of the Mortgage Note evidencing each related Companion Loan.


 






    -133- 


     


    

 


(e)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)       The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 


(g)       With
respect to the Mortgage Loans secured by the Mortgaged Properties listed on Schedule 4 hereto, which are each subject to
a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or
request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders
or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing
comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller
or its designee shall provide any such required notice or make any such required request to the related franchisor (with a copy
of such notice or request to the Master Servicer and the Special Servicer) within forty-five (45) days of the Closing Date (or
any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in accordance
with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter).


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence File for each of its Mortgage Loans to the Depositor by uploading such Diligence
File to the IntraLinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via e-mail
to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate addressed to the Depositor and signed
by an authorized officer of the applicable Mortgage Loan Seller certifying that the electronic copies of the documents uploaded
to the IntraLinks Site constitute all documents required under the definition of “Diligence File” and such Diligence
Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and
Mortgage Loan Seller (the “Diligence File Certification”).


 


(i)       Notwithstanding
anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the applicable Mortgage
Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be


 



    -134- 


     


    

 


limited to delivery
of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage
File or any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable
Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such
Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.


 


(j)       Within
three (3) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File in both XML format and Excel
compatible format, the Initial Schedule AL Additional File in both XML format and Excel compatible format and the Annex A-1 to
the Prospectus in EDGAR-Compatible Format to the Master Servicer at the following e-mail address: NoticeAdmin@midlandls.com.


 


Section
2.02       Acceptance by Trustee. (a) The Trustee, by the execution
and delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section
2.01, in good faith and without notice of any adverse claim, of the applicable documents specified in clause (i), (ii),
(vii), (viii), (x) and (xii) of the definition of “Mortgage File” with respect to each
Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds
and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute
the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders and Serviced Companion
Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier
Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage
Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate
indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this
Section 2.02.


 


(b)       On
the Closing Date in respect of the Initial Certification, and within sixty (60) days after the Closing Date in respect of the
Final Certification (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the Due Date in the
month of substitution), the Custodian, shall examine the Mortgage Files in its possession and shall deliver to the Depositor,
the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and subject to the DCH Limitations), the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full)) a certification (the “Initial Certification” and the
“Final Certification”, respectively, in the respective forms set forth as Exhibit Q-1 and Exhibit
Q-2 hereto), that, except as specifically identified in any exception report annexed to such writing (the applicable “Custodial
Exception Report”), (i) with respect to the Initial Certification, (A) subject to the final proviso of the definition
of “Mortgage File” herein and Section 2.01 hereof, all documents specified in


 



    -135- 


     


    

 


clauses (i), (ii),
(vii), (viii), (x) and (xii) of the definition of “Mortgage File” are in its possession,
(B) the documents listed in clause (A) have been reviewed by the Custodian and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as provided in clause (i)
of the definition of “Mortgage File”, and (ii) with respect to the Final Certification, (A) subject to the final
proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses
(i), (ii), (iv), (v), (vi), (vii), (viii), (x) and (xii) of the definition
of “Mortgage File” required to be included in the Mortgage File (to the extent required to be delivered pursuant to
this Agreement), and with respect to all documents specified in the other clauses of the definition of “Mortgage File”
to the extent known by a Responsible Officer of the Custodian (on the Trustee’s behalf) to be required pursuant to this
Agreement, are in its possession, (B) the documents listed in clause (A) have been reviewed by the Custodian and appear
regular on their face and appear to be executed and to relate to such Mortgage Loan, (C) based on such examination and only as
to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity date, the street address (excluding zip code)
of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the information
contained in the documents in the Mortgage File, and (D) each Mortgage Note has been endorsed as provided in clause (i)
of the definition of “Mortgage File”. With respect to each Mortgage Loan listed on a Custodial Exception Report, the
Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable
to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned
by the filing office or the recorder’s office).


 


(c)       The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q-2, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder (so long
as no Consultation Termination Event shall have occurred and be continuing) and the applicable Mortgage Loan Seller (as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a Liquidation Event has occurred)
or any related Mortgage Loan specifically identified in any exception report annexed to such writing) that, (i) subject to the
final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified
in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x) and (xii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and
appear to be executed and to relate to such Mortgage Loan, (iii) based on such examination and only as to the Mortgage Note and
Mortgage, the related Mortgage Rate and stated maturity date, the street address (excluding zip code) of the Mortgaged Property
set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the information contained in the documents
in the Mortgage File, and (iv) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage
File”.


 


(d)       Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in


 



    -136- 


     


    

 


clauses (ii) through (vi) and (ix) in the definition of “Mortgage
File”, which Material Defect results solely from a delay in the return of the related documents from the applicable filing
or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage Loan Seller
with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (prior to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations),
and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a
Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage
Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account
of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the
related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian).
Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian
determines and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer
part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage
Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set
forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding
the two immediately preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate
Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect
to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or
remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related
Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section
5 of the related Mortgage Loan Purchase Agreement; provided, that such Mortgage Loan Seller shall not be required to repurchase
the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension
period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s
certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of
a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan
Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer
shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account
to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds
or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance
with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted Investments, at
the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve
fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned
by the related Mortgage Loan Seller for federal


 



    -137- 


     


    

 


income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes
payable on income or gain with respect thereto.


 


(e)       It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (iii), (x), (xi), (xii), (xiv), (xv) and (xvii)
of the definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan
Sellers or any other Person or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in
the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as
part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)        If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in
a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items


 



    -138- 


     


    

 


required to be in the Mortgage
File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and
have not been returned by the recorder’s office or filing office).


 


(g)       If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for
a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer
or Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic
format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such
15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”)
to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor,
in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request
Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of
law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided
pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to
the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and
Servicing Agreement


 



    -139- 


     


    

 


relating to the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
2019-H7 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1
Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase
Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this
Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision,
be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review
of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer
or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify
the Depositor of such repurchase or replacement.


 


The
parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2 of the related Mortgage Loan Purchase
Agreement to deliver, on or prior to the fifth (5th) Business Day after the Closing Date, at its expense, to the Custodian five
(5) limited powers of attorney substantially in the form attached as Exhibit 4 thereto in favor of the Custodian (on behalf of
the Trustee), the Master Servicer and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event
of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer, to sign
and/or submit, or to cause the Custodian to sign and/or submit for recording, at the expense of Seller, any mortgage loan documents
required to be recorded as described in Section 2.01 of this Agreement and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee (or the Custodian on its behalf)). Each Mortgage Loan Seller has agreed to reasonably cooperate with the Custodian,
the Trustee, the Master Servicer and the Special Servicer in connection with any additional powers of attorney or revisions thereto
that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence
of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier
of (i) the date that is one hundred eighty (180) days following the delivery of notice of such absence to the Mortgage Loan Seller,
but in no event earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan
becomes a Specially Serviced


 



    -140- 


     


    

 


Loan. The Custodian, the Master Servicer or the Special Servicer, as applicable, shall submit such
documents for recording, at the related Mortgage Loan Seller’s expense, after the periods set forth above, provided, the
Custodian, the Master Servicer or the Special Servicer, as applicable, shall not submit such assignments for recording if the
related Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording
and certifies that such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


Section
2.03          Representations, Warranties and Covenants of the Depositor;
Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations
and Warranties. (a) The Depositor hereby represents and warrants that:


 


(i)         The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)        Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)        The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)       There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the


 



    -141- 


     


    

 


validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)        The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)       After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller cure
the Material Defect on or before the end of the Initial Cure Period or, if applicable, the Extended Cure Period or repurchase
the Mortgage Loan within such period in the event the Material Defect cannot be cured or is not cured. The Mortgage Loan Seller
is obligated under the related Mortgage Loan Purchase Agreement, (i) in the case of a Material Defect other than a Qualified Mortgage
Material Defect, not later than ninety (90) days after the applicable Mortgage Loan Seller’s receipt of notice of such Material
Defect from any party to this Agreement or (ii) in the case of a Qualified Mortgage Material Defect, not later than eighty-five
(85) days after the earlier of (x) the discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material
Defect and (y) receipt of notice of such Material Defect from any party to this Agreement (such ninety (90) or eighty-five (85)
day period, as applicable, the “Initial Cure Period”), (A) cure such Material Defect in all material respects,
at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses of the
Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or successor REO Loan (or,
in the case of any Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) at the applicable Purchase
Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan for such affected Mortgage Loan or successor REO Loan (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) (provided that (x) such affected Mortgage Loan or successor
REO Loan was not itself a Qualified Substitute Mortgage Loan and (y) in no event shall any such substitution occur on or after
the second (2nd) anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account,
any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, that except with respect to a Material Defect resulting solely from the failure by the Mortgage
Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause
(viii) of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing Date, and except
with respect to a Qualified Mortgage Material Defect, if such Material Defect is capable of being cured but is not cured within
the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such
Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days
commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended
Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or successor REO
Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) or substitute
a Qualified Substitute Mortgage Loan) and provided, further, that with respect to such Extended Cure Period the
applicable Mortgage Loan Seller is required to deliver a copy of an officer’s certificate to the Trustee, the Certificate
Administrator (who shall


 



    -142- 


     


    

 


promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master
Servicer, the Special Servicer, the Operating Advisor and (prior to the occurrence of a Consultation Termination Event) the Directing
Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period
and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable
Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period; provided, further,
that, if any such Material Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the
failure of the applicable Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be
entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect so long
as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator
no less frequently than every thirty (30) days thereafter that the Material Defect is still in effect solely because of its failure
to have received the recorded document and that the Mortgage Loan Seller is diligently pursuing the cure of such Material Defect
(specifying the actions being taken). If the affected Mortgage Loan is to be repurchased, funds in the amount of the Purchase
Price remitted by the applicable Mortgage Loan Seller, together with the portion of the Asset Representations Reviewer Asset Review
Fees attributable to the Asset Review with respect to such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable
Mortgage Loan Seller Percentage Interest thereof), shall be remitted by such Mortgage Loan Seller by wire transfer to the Master
Servicer for deposit into the Collection Account. In the event the Special Servicer is required to enforce the Repurchase Request
related to a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of request by the Special Servicer,
the Master Servicer shall deliver a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, agrees to a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special
Servicer on behalf of the Trust (and, prior to the occurrence of a Control Termination Event and subject to the DCH Limitations,
with the consent of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”) with respect
to such Mortgage Loan, the amount of such Loss of Value Payment shall be remitted by wire transfer to the Special Servicer for
deposit into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. In connection
with any Loss of Value Payment with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the
Special Servicer, but in any event within the time frames and in the manner provided in Section 3.19 (as if such Mortgage
Loan were subject to a Servicing Transfer Event), with the Servicing File and all information, documents and records relating
to such Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise reasonably available to the Master Servicer, and reasonably required by the Special Servicer to permit the Special
Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were
subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to
the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable
to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall


 



    -143- 


     


    

 


serve as the
sole remedy available to the Certificateholders and the Trust regarding the related Material Defect in lieu of any obligation
of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan
based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided that (i) prior to
any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Special Servicer, as
applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage
Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage
Loan; and (iii) a Qualified Mortgage Material Defect may not be cured by a Loss of Value Payment.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable
cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the
reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and
(ii) the amount of any fees payable pursuant to Section 12.02(b) to the extent not previously paid by the Mortgage Loan
Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided, that if the Breach
relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest
of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed by such Mortgage Loan Seller.
Subject to the proviso in the immediately preceding sentence, upon such remittance, the related Mortgage Loan Seller shall be
deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related
Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related
Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related
Mortgage Loan Seller. Periodic Payments due with respect to a Qualified Substitute Mortgage Loan after the related Due Date in
the month of substitution, and Periodic Payments due with respect to the corresponding replaced Mortgage Loan (a “Deleted
Mortgage Loan”) on or prior to the related Due Date in the month of substitution (but after the related Cut-off date),
shall be part of the Trust Fund. Periodic Payments due with respect to a Qualified Substitute Mortgage Loan on or prior to the
Due Date in the month of substitution, and Periodic Payments due with respect to the related Deleted Mortgage Loan after the related
Due Date in the month of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the
applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding the
foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated
by a borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center
(operated by a borrower), then the failure to


 



    -144- 


     


    

 


deliver copies of the UCC Financing Statements with respect to such Mortgage Loan
shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing
a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a
Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may
be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release would
not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


Upon
any substitution of a Qualified Substitute Mortgage Loan related to the repurchase or substitution of the affected Mortgage Loan
pursuant to the related Mortgage Loan Purchase Agreement, such Qualified Substitute Mortgage Loan will become part of the Trust
Fund and be subject to the terms of the related Mortgage Loan Purchase Agreement in all respects.


 


The
repurchase or substitution of any Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement will be on a whole-loan,
servicing released basis.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following Defects shall be deemed to constitute a “Material
Defect” to the extent the absence of the related document results from the applicable Mortgage Loan Seller’s failure
to deliver such document: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b)
the absence from the Mortgage File of the original signed Mortgage (or, with respect to any Non-Serviced Mortgage Loan, a copy
thereof) that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with
evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the
original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause
(viii) of the definition of Mortgage File; (d) the absence from the Mortgage File of any required letter of credit; or (e)
the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease, if the Mortgage
Loan is secured solely by the related Ground Lease. No Defect relating to any Non-Serviced Mortgage Loan previously described
in subclauses (b) through (e) of this Section 2.03(c) shall be considered to materially and adversely affect
the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Certificateholders unless
the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect
to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original or
copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the
custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions


 



    -145- 


     


    

 


or a
binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of
Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered
a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied
with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that
the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or
a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact
that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant
to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable
for any such loss to the extent provided for in Section 8.01 hereof. This Section 2.03(c) shall have no impact on
any determination as to whether a Breach with respect to any Mortgage Loan constitutes a Material Defect.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, upon (i) deposit of the full amount of the Purchase Price or Substitution Shortfall Amount (as the case
may be) for such Mortgage Loan in the account designated therefor by the Certificate Administrator on behalf of the Trustee as
the assignee of Depositor (or the Master Servicer on behalf of the Trustee), (ii) if applicable, receipt by the Trustee as the
assignee of Depositor (or the Custodian) of the Mortgage File for any Qualified Substitute Mortgage Loan to be substituted for
a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to Section 2.03(b) to be delivered
by the related Mortgage Loan Seller, and (iii) delivery by the related Mortgage Loan Seller to each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer of a receipt executed by the related Mortgage Loan
Seller evidencing such repurchase or substitution, the related Mortgage Loan Seller shall be entitled to (x) a release of the
Mortgage File and any other items previously required to be delivered by the related Mortgage Loan Seller under Sections 2.01(b)
and (c) for the repurchased or replaced Mortgage Loan to the related Mortgage Loan Seller or its designee, (y) the execution
and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be prepared by
the related Mortgage Loan Seller and are reasonably necessary to vest in the related Mortgage Loan Seller or its designee the
legal and beneficial ownership of such repurchased or replaced Mortgage Loan (including property acquired in respect thereof and
proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents, any portion of the related Servicing
File and any Escrow Payments, reserve funds and any other items previously required to be delivered by the related Mortgage Loan
Seller under Sections 2.01(b) and (c), held by or on behalf of the Custodian, the Master Servicer or the Special Servicer,
as the case may be, with respect to the repurchased or replaced Mortgage Loan, in each case at the expense of the related Mortgage
Loan Seller, and (z) the execution and delivery of notice to the affected Mortgagor of such transfer of such repurchased or replaced
Mortgage Loan.


 


(e)       Section
5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the


 



    -146- 


     


    

 


Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect.


 


(f)       The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the
obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent
not recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances
to the extent not otherwise provided for herein. The Special Servicer shall be reimbursed for the reasonable costs of such enforcement:
first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan
Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined
that the amounts described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(viii)
herein out of general collections on the Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’
fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to
the documents related to an Other Securitization, if applicable.


 


(g)       If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, that such Mortgage Loan Seller’s rights pursuant to this Section
2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the
Trust, the Master Servicer or the Special Servicer, as applicable, allocable to such Mortgage Loan. The Special Servicer shall
use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard,
but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, that
the Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair its collection or recovery of principal, interest and other sums due with respect to the related Mortgage
Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Special Servicer
may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing
Standard.


 






    -147- 


     


    

 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.


 


(i)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, that (i) the
remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement
and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection
with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial
release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


 


(j)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or (i) while the Trustee continues
to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and
the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against
the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its
respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other
party to exercise its remedies with respect to the Primary Collateral


 



    -148- 


     


    

 


securing the Crossed Underlying Loans held by such party,
then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the
Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the
related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)       (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and the Enforcing
Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party
to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder
Repurchase Request.


 


(ii)       In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan
Seller with respect to a PSA Party Repurchase Request.


 


(iii)       In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Special Servicer from exercising any of its rights related to
a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement
or as provided by law.


 


(l)       (i)
      After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a
notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address
specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator (which
shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice available
to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s Website
indicating the Enforcing Servicer’s intended course of action with


 



    -149- 


     


    

 


respect to the Repurchase Request (the “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer
their agreement with or dissent from such Proposed Course of Action and (b) a statement that in the event any Requesting Certificateholder
disagrees with the Proposed Course of Action, the Enforcing Servicer (if it is the Enforcing Party) will be compelled to follow
the course of action agreed to and/or proposed by the majority of Requesting Certificateholders as provided below. If (a) the
Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further
action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter
to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action
is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request
but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with
the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such
other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute
Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate
Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its
right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders
or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered
Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the course
of action approved by the Requesting Certificateholders entitled to a majority of the Voting Rights to which all of the Requesting
Certificateholders are entitled.


 


(ii)        If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party,
shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights
against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant
to Section 6.08.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a)
the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses
(a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the
claims underlying the Repurchase


 



    -150- 


     


    

 


Request and possible dispute resolution methods, such discussions to occur and be completed no
later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent of such consultations.
No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may
provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation
or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)        If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If multiple Requesting Certificateholders timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority
of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation
or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however,
no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30)
days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting
Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further
right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the
Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect shall
be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, that
such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or
Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such
party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if the Proposed
Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing
Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s rights
against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain


 



    -151- 


     


    

 


the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)      In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)     Notwithstanding
anything herein to the contrary, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates (other
than any Controlling Class Certificateholder) shall be entitled to be an Initial Requesting Certificateholder or a Requesting
Certificateholder.


 


(ix)        Subject
to the other provisions of this Section 2.03, the Requesting Certificateholder is entitled to elect either mediation or
arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)        If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)          The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
which such selection shall be made within 30 days of receipt of written notice of the Enforcing Party’s selection of such
nationally recognized mediation services provider (such provider, the “Mediation Services Provider”) in accordance
with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.


 


(ii)         The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)        Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)        The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 






    -152- 


     


    

 


(v)        The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)       Out
of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)        If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)         The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller which such selection shall be made within 30 days of receipt of written notice of the Enforcing Party’s selection
of such nationally recognized arbitration services provider (such provider, the “Arbitration Services Provider”)
in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by the Arbitration
Services Provider.


 


(ii)         The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)       Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)        Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall


 



    -153- 


     


    

 


reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)      By
selecting arbitration, the Enforcing Party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)     No
person may bring a putative or certificated class action to arbitration.


 


(o)        The
following provisions will apply to both mediation and third-party arbitration:


 


(i)         Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)         If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 






    -154- 


     


    

 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall contain an acknowledgment that the Enforcing Servicer on behalf of the Trust shall be a party to any arbitration or
mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided
that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall
be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation
Termination Event has not occurred and is continuing) and in accordance with the Servicing Standard. All amounts recovered by
the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account.
The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)        In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, that (A) the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings


 



    -155- 


     


    

 


to the extent provided in Section 5.06,
(B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice in connection with such
Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information required pursuant
to Section 2.02(g) and (C) the applicable Mortgage Loan Seller shall be permitted to disclose information related to the
Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)      For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Special
Servicer to perform its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)     In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)       Any
expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration or related responsibilities
pursuant to this Agreement shall be reimbursable as additional trust fund expenses.


 


(p)       Notwithstanding
anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan
Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be limited
to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with
respect to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that
also cures the Material Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both
Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


 


Section
2.04          Execution of Certificates; Issuance of Lower-Tier Regular Interests.  The
Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,
the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other
assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of
the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the
Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of
the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular


 



    -156- 


     


    

 


Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused
the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of
the Depositor, the Regular Certificates, and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it
or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier
REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges
that it has caused the Certificate Administrator to issue the Class V Certificates in exchange for the related assets of the Grantor
Trust and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of
the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


Section
2.05          Creation of the Grantor Trust. The Class V Certificates
are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of the Class V Specific Grantor
Trust Assets, which portion shall be treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the
Code.


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01          The Master Servicer to Act as Master Servicer; Special Servicer
to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties.  (a)
Each of the Master Servicer and Special Servicer shall diligently service and administer the Serviced Mortgage Loans, any related
Serviced Companion Loans and any related REO Properties for which it is responsible in accordance with applicable law, this Agreement,
the Mortgage Loan documents and any related Intercreditor Agreements on behalf of the Trust and in the best interests of and for
the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee
(as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu
nature of such Companion Loans, as the case may be (as determined by the Master Servicer or Special Servicer, as the case may
be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced
Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective
Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature
of the Companion Loan, as the case may be. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall
the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with
the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to
violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the
Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans
in accordance with


 



    -157- 


     


    

 


the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill,
prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar
mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer
or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the
Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of principal and interest under
the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of
recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loan(s),
and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion
Holder(s) (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan(s) constituted
a single lender), taking into account the subordinate or pari passu nature of the related Companion Loan, as the case may
be), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case
giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and
manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship
that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any
Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any
Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt
relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement
for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of
(a) a Non-Serviced Mortgage Loan or a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine
loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the
case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or
any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine
financing); (vii) any option to purchase any Mortgage Loan or a related Companion Loan that the Master Servicer or the Special
Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special
Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if
the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively
referred to as the “Servicing Standard”).


 


The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 






    -158- 


     


    

 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i)
any Serviced Mortgage Loans and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred and is
continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially
Serviced Loans in connection with any Major Decision or Special Servicer Decision and (ii) any REO Properties (other than the
Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations,
and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for
the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the
Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer,
shall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance
by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with the terms of
this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or any related
Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial
statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related
Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the
Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer
to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be
coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express
or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the
Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided
by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing
Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance
by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not
as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans
or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or
the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 






    -159- 


     


    

 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related
Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
(and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any
and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other
documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related
Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and
6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in
the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to
such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents.
Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer
original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other
form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request,
furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney in the form of Exhibit
R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the
Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer
or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any
negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. The Master
Servicer shall prepare and make all filings necessary to maintain the effectiveness of any original filings necessary under the
Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in such property, including
without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by any transfer of any interest
of the Master Servicer or the Depositor in such property. In connection herewith, the Trustee shall have all of the rights and
remedies of a


 



    -160- 


     


    

 


secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. In connection
herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code
as in force in the relevant jurisdiction. Notwithstanding anything contained herein to the contrary, the Master Servicer or the
Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or
proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s,
as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any
such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to
the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the
judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior
to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master
Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent
to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 






    -161- 


     


    

 


(d)        The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)        The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)         Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, the Master Servicer shall notify each lessor
under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on Annex A-1 to the Prospectus, that
the Trust is the leasehold mortgagee, that any notices of default under such Ground Lease and required to be delivered to the
leasehold mortgagee pursuant to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such
notice to the Special Servicer) and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for
the benefit of the Certificateholders.


 


With
respect to letters of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”,
(a) the related Mortgage Loan Seller shall notify, on or before the Closing Date, the bank issuing the letter of credit that the
letter of credit and the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within thirty (30) days
(but in any event to obtain within ninety (90) days) following the Closing Date, an acknowledgement thereof by the bank (with
a copy of such acknowledgement to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to the Custodian
and the Trustee)) or a reissued letter of credit, (b) the Master Servicer acknowledges that any letter of credit held by it shall
be held in its capacity as Master Servicer, and if the Master Servicer sells its rights to service the applicable Mortgage Loan
or is terminated or otherwise resigns, the Master Servicer shall assign the applicable letter of credit to the Trust at the expense
of the Master Servicer. The related Mortgage Loan Seller shall provide such reasonable cooperation as requested by the Master
Servicer, including without limitation by delivering such additional assignment or amendment documents required by the issuing
bank in order to reissue a letter of credit as provided above.


 


If
a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated
in the preceding paragraph, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or Special
Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related
Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the
applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage
Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to
any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer
has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the
applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall
pay such costs and expenses as and to


 



    -162- 


     


    

 


the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and
expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special
Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage
Loan Purchase Agreement.


 


The
Master Servicer acknowledges that any letter of credit held by it shall be held in its capacity as Master Servicer, and if the
Master Servicer sells its rights to service the applicable Mortgage Loan or if the Master Servicer is terminated or otherwise
resigns, the Master Servicer shall assign the applicable letter of credit to the Trust at the expense of the Master Servicer.
Subject to Section 6.04, the Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such
assignment.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make a Servicing Advance
with respect to any Serviced Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)         The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any
Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in
accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan or with respect to any Serviced AB Whole Loan, first, by the related Serviced Subordinate Companion Loan
and then, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loans, in accordance with
the respective Stated Principal Balances of the related Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans.


 


(j)         Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with


 



    -163- 


     


    

 


the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and expenses relating to the enforcement
of such indemnity), judgments, and any other costs, liabilities, fees and expenses incurred in connection with a legal claim or
action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust
Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related
Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall
have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided,
that if, in the case of any Serviced Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization,
then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into,
the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced
Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance
is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business
Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the
Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage
Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same
manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing


 



    -164- 


     


    

 


agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a
downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)        In
connection with the securitization of a Servicing Shift Control Note, while it is a Serviced Companion Loan, upon the request
of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special
Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts
to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to the applicable Other Securitization.


 


(o)        For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


Section
3.02          Collection of Mortgage Loan Payments.  (a)
Each of the Master Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the
terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is
obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including,
without limitation, the Servicing Standard); provided that with respect to each Mortgage Loan that has an Anticipated Repayment
Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master
Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to
make any payment of Excess Interest, other than requests for collection, until the Maturity Date of the related Mortgage Loan
or until the outstanding principal balance of such Mortgage Loan


 



    -165- 


     


    

 


(exclusive of any portion representing accrued Excess Interest)
has been paid in full; provided, further, that the Master Servicer or Special Servicer, as the case may be, may
take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage
Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3)
times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided
that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection
with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect
to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the
Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to
such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable,
has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder
and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to
such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response
to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing
Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the
occurrence and during the continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable,
may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder;
provided, further, that the Directing Certificateholder shall have no consent rights with respect to the foregoing
waivers if it is restricted by the DCH Limitations.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, that absent express provisions in the related Mortgage Loan documents (including
any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor in connection with a workout
of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from
the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each
Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor
Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the
Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or


 



    -166- 


     


    

 


reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery of
accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess
of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of
this clause third that either (a) was not advanced because of the reductions (if any) in the amount of related P&I
Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (b) accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery of
principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, plus (ii) any accrued and unpaid interest (exclusive of default interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 






    -167- 


     


    

 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Serviced Mortgage Loan that is
part of a Serviced Whole Loan, amounts collected with respect to such Serviced Whole Loan shall be allocated first pursuant to
the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be
subject to application as described above.


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 






    -168- 


     


    

 


third,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery of
accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess
of (i) accrued and unpaid interest on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below or clause fifth of Section 3.02(b)(i) above on earlier dates, the aggregate portion
of the accrued and unpaid interest described in subclause (i) of this clause third that either (a) was not advanced
because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection
with related Appraisal Reduction Amounts or (b) accrued at the related Net Mortgage Rate on the portion of the Stated Principal
Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no
P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery of
principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, plus (ii) any accrued and unpaid interest (exclusive of default interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause fifth or clause fifth of subsection
(b)(i) above on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than, if applicable, accrued and unpaid Excess
Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees
and then, allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 






    -169- 


     


    

 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that
with respect to each Serviced Mortgage Loan that is part of a Serviced Whole Loan, amounts collected with respect to such Serviced
Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)      Notwithstanding
subsections 3.02(b)(i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions
of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case
of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)       In
the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest
prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall
notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related
Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to
limit the provisions of Section 3.02(a).


 


(e)       With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall,
to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and, prior to an event of default under the applicable Mortgage Loan documents, may not apply such items to reduce
the principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise required to do so pursuant to the applicable
Mortgage Loan documents, applicable law or court order.


 


Section
3.03          Collection of Taxes, Assessments and Similar Items; Servicing


 



    -170- 


     


    

 


Accounts.   (a)
The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which
all Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage
Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall
be held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not
be construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement.
Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents
and Companion Loan documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing
Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of
amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances;
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or,
if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or
Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear
and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts,
to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, that in no event shall
the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the
related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge
the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)       The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Serviced Mortgage Loans and each Serviced Companion Loan, shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or
may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof. The Special Servicer,
in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in the case
of all other Serviced Mortgage Loans and each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing
Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect payment
thereof from the REO Account or by the Master Servicer as Servicing Advances prior to the applicable penalty or termination date
and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at
the written direction of the Special Servicer in the case of REO Loans) as allowed under the terms of the related Serviced Mortgage
Loan and Companion Loan.


 



    -171- 


     


    

 


Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer
any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a
Serviced Mortgage Loan and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of
real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the
case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable, that
it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor
to comply with its obligation to make payments in respect of such items at the time they first become due and, in any event, prior
to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such
items.


 


(c)       In
accordance with the Servicing Standard and for each Serviced Mortgage Loan and each Serviced Whole Loan, as applicable, the Master
Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments
and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums on Insurance
Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related REO Revenues,
if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis,
and provided, that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance and provided,
further, that with respect to the payment of taxes and assessments, the Master Servicer shall not be required to make such
advance until the later of (i) five (5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the
date after which any penalty or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give
the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before
the date on which the Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan
or REO Property; provided, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required
in respect of Servicing Advances required to be made on an emergency or urgent basis; provided, further, that, other
than for Servicing Advances to be made on an emergency or urgent basis, the Special Servicer shall not be entitled to make such
a request more frequently than once per calendar month (although such request may relate to more than one Servicing Advance).
The Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer,
in which case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have
no obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of
a Servicing Advance, the Special Servicer may make a Servicing Advance in its sole discretion. Within five (5) Business Days of
making such a Servicing Advance, the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such
Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding the subject
Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of the Master
Servicer’s own funds, to reimburse the Special Servicer for any 


 



    -172- 


     


    

 


unreimbursed Servicing Advances
(other than Nonrecoverable Servicing Advances) made by the Special
Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but
not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made by wire
transfer of immediately available funds to an account designated in writing by the Special Servicer within five (5) Business
Days of the written request therefor pursuant to the preceding sentence and any information the Master Servicer reasonably
requests in order to make a recoverability determination. Upon the Master Servicer’s reimbursement to the
Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with
this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing
Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master Servicer
shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at
the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section
3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make
at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment
that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in
fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
is a Nonrecoverable Servicing Advance, and such a determination shall be binding upon the Master Servicer and the Trustee. If
the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance
is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination that any remaining
portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable
in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs
incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of
the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage
Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing
Advance as and when due (including any applicable cure periods), to the extent the Trustee has


 



    -173- 


     


    

 


actual knowledge of such failure,
the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary,
no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing
Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes
of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure
would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer
has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged
Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien
of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any related Companion Loans, as the case may be). The Master Servicer or Trustee
may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion


 



    -174- 


     


    

 


Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the
Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in
this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan
are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to
enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced Mortgage
Loan, the Master Servicer shall request from the Mortgagor written confirmation thereof within a reasonable time after the later
of the Closing Date and the date as of which plan is required to be established or completed. To the extent any repairs, capital
improvements, actions or remediations are required to have been taken or completed pursuant to the terms of the Serviced Mortgage
Loan, the Master Servicer shall request from the Mortgagor written confirmation of such actions and remediations within a reasonable
time after the later of the Closing Date and the date as of which action or remediations are required to be or to have been taken
or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e),
the Master Servicer shall report any such failure to the Special Servicer within a reasonable time after the date as of which
actions or remediations are required to be or to have been taken or completed.


 


Section
3.04          The Collection Account, the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account and the Gain-on-Sale Reserve Account.   (a) The Master Servicer shall establish and maintain,
or cause to be established and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited
on a daily basis and in no event later than the second Business Day following receipt of available and properly identified funds
(in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off
Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other
than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)         all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)        all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 






    -175- 


     


    

 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)       all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)        any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)      any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 






    -176- 


     


    

 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a); provided, that to the extent any of the foregoing amounts are received
after 2:00 p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit
such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts
to the Master Servicer within two (2) Business Days of receipt of such amount. Any such amounts received by the Special Servicer
with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer
for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to
the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of
the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection
Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Collection Account for the Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC
Bank, National Association. The Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate
Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
Holders of the Class V Certificates and the Trustee as Holder of the Lower-Tier Regular Interests), (ii) the Upper-Tier REMIC
Distribution Account for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), and (iii)
the Excess Interest Distribution Account for the benefit of the Holders of the Class V Certificates. The Master Servicer shall
deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier
REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in each case, calculated without
regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Available Funds) for the
related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).
For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held
in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following receipt of properly
identified funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution Account
any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable
Intercreditor Agreement to be deposited therein; provided, that the


 



    -177- 


     


    

 


Companion Paying Agent shall separately track for each
Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole
Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the
terms of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall
apply to remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each
Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans
prior to such dates; provided, that in no event shall the Master Servicer be required to transfer to the Companion Distribution
Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other
provisions of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced Whole Loan Remittance Date, the
Companion Paying Agent shall make the payments and remittance described in Section 4.01(k), which payments and remittance
shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Gain-on-Sale Reserve Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)         any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)        any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 






    -178- 


     


    

 


(v)        any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until
(but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account, or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, that such funds may be invested and, if invested, shall
be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo
Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature,
unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to
make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its
maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator, shall be
made in the name of “Wells Fargo Bank, National Association [or name of successor certificate administrator], as Certificate
Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders of the Morgan Stanley Capital
I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 as their interests may appear”, or in the
name of any successor trustee, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through
Certificates, Series 2019-H7 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer
or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.





 



    -179- 


     


    




 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class V Certificates; the Companion Distribution Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders; and the
Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will be owned
by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall
be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution
Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account
an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)       Following
the distribution of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are
no longer any Mortgage Loans


 



    -180- 


     


    

 


outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)       The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Master Servicer, which shall remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of
the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution
Account.


 


(f)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)       [RESERVED].


 


(h)       [RESERVED].


 


(i)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available
Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section
1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate
Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of
the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller shall be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section
3.05          Permitted Withdrawals from the Collection Account, the Distribution
Accounts and the Companion Distribution Account.  (a) The Master Servicer may,


 



    -181- 


     


    

 


from time to time, make withdrawals
from the Collection Account (or the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account)
for any of the following purposes (the following not being an order of priority and without duplication of the same payment or
reimbursement):


 


(i)       (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted
pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section
4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit
in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Excess Servicing Fee Rights, to pay Midland Loan Services, a Division of PNC
Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master
Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan,
Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment
of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion
Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage
Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and
Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected
Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant
to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and
Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case of
such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated
Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate
Companion Loan, as applicable, and then, from the Serviced AB Mortgage Loan and related Serviced Pari Passu Companion
Loans pro rata and pari passu, in accordance with their respective Stated Principal Balances) and then
out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor any unpaid Operating
Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan
(other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating
Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, 


 



    -182- 


     


    

 


Specially Serviced Loan or REO
Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage
Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds
or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer,
any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review
Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (unless otherwise provided in the related Intercreditor
Agreement) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing
Advances, the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Serviced Mortgage Loan or any related Companion Loan or any
REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such
reimbursements shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB
Whole Loan, first, from the related Serviced Subordinate Companion Loan, as applicable, and then, from the
Serviced AB Mortgage Loan and related Serviced Pari Passu Companion Loans pro rata and pari passu, in
accordance with their respective Stated Principal Balances), prior to reimbursement from other funds unrelated to such
Serviced Whole Loan on deposit in


 



    -183- 


     


    

 


the Collection Account related to any Mortgage Loan; provided, that
if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (v) below; provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances
made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and
REO Properties, then, to the extent the principal portion of general collections is insufficient and with respect to
such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section
3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement
Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties net of such amounts
being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing
Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the
related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated
Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate
Companion Loan, as applicable, and then, from the Serviced AB Mortgage Loan and related Serviced Pari Passu Companion
Loans pro rata and pari passu, in accordance with their respective Stated Principal Balances; provided, further,
that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan,
such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further,
that with respect to a Serviced Pari Passu Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds
collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Pari
Passu Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in
accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced
Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Pari Passu Mortgage Loan and Serviced Subordinate
Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the


 



    -184- 


     


    

 


Collection Account related to any Mortgage Loan) or (3) to
pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing
Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself, the Special Servicer and/or the Trustee or such other servicing party, as applicable, any interest
accrued and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) (with respect to a Serviced AB Whole
Loan, first, from the funds collected on related Serviced Subordinate Companion Loan (if any) and then from funds collected
on the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and pari passu, in accordance
with their respective Stated Principal Balances) or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay
itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable
thereon in accordance with Section 3.11(d) and Section 3.17(c) and any related Intercreditor Agreement; provided
that in all events, subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Pari Passu
Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Pari Passu Companion Loan (unless otherwise
provided in the related Intercreditor Agreement);


 


(vii)       to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in the performance of its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable,
in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage Loan Seller
or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any other obligation
of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect
to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall
Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition
of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and


 



    -185- 


     


    

 


Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in the performance of its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable,
in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the
related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal
Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan,
and then, from the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and pari passu,
in accordance with their respective Stated Principal Balances, in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, and then, from
the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and pari passu, in accordance with
their respective Stated Principal Balances, in each case, prior to being payable out of general collections with respect to the
Mortgage Loan;


 


(x)        to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan is a Specially Serviced Loan), but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and
any related Serviced Pari Passu Companion Loan have been paid and such Penalty Charges are not needed to pay interest


 






    -186- 


     


    

 


on Advances
or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance
with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section
3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor
and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and
such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special
Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)        to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, and then, from the Serviced
AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and pari passu, in accordance with their respective
Stated Principal Balances, in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)      to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i) and Section 10.01(g) to the extent payable out of the Trust Fund, (b) the cost of any Opinion
of Counsel contemplated by Sections 13.01(a) or 13.01(c) in connection with an amendment to this Agreement requested by
the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders and (c)
the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, and then, from
the Serviced AB Mortgage Loan and Serviced Pari Passu Companion Loans pro rata and pari passu, in accordance with
their respective Stated Principal Balances, in each case, prior to being payable out of general collections with respect to the
Mortgage Loans;


 


(xiv)      to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any


 



    -187- 


     


    

 


of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(h);


 


(xv)       to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)      to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan, all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)     to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)    to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)       to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)        to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxi)       to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the
applicable Non-Serviced Paying Agent or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced
Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 






    -188- 


     


    

 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan and, when appropriate, on a property-by-property basis, for the
purpose of justifying any request for withdrawal from the Collection Account.


 


The
Master Servicer shall use commercially reasonable efforts to remit to the Certificate Administrator for deposit in the Distribution
Account on the Remittance Date for a Collection Period any Balloon Payments received during the period that begins two (2) Business
Days immediately preceding such Remittance Date and ends on such Remittance Date. If, in connection with any Distribution Date,
the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of payments as
of the Determination Date and Balloon Payments are subsequently received by the Master Servicer and will be remitted by the Master
Servicer to the Certificate Administrator for deposit in the Distribution Account on the related Remittance Date as described
in the preceding sentence for potential inclusion as part of the Available Funds for such Distribution Date, then the Master Servicer
shall promptly notify the Certificate Administrator and the Certificate Administrator shall use commercially reasonable efforts
to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special
Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution
to Certificateholders solely on the basis of the actions described in the preceding sentence. For purposes of the definitions
of “Available Funds,” “Principal Distribution Amount” and “Unscheduled Principal Distribution Amount,”
any Balloon Payments that are received on or prior to the Remittance Date in any Collection Period but are includable in the distributions
on the Distribution Date in such Collection Period as provided above shall each be deemed to have been collected in the prior
Collection Period.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts
that would otherwise be payable to the related Companion Loan, as applicable.


 






    -189- 


     


    

 


(b)        The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)         to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)        to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to
pay the Certificate Administrator, the Certificate Administrator/Trustee Fee, as applicable, as contemplated by Section 8.05(a)
hereof with respect to the Mortgage Loans;


 


(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund,
(D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(g)
or Section 10.01(m) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)        to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(h);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)      to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


    -190- 


     


    



 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)        to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)       to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       [RESERVED].


 


(f)       Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment
of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor
Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee Fee, the Certificate
Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not
sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv),
(a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator and to the Trustee,
pro rata, second to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer
of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall
have provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final Distribution
Date), promptly transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund
to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)       to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance


 






    -191- 


     


    

 


made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)       to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)       On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (g)(i)–(g)(iv) of the prior paragraph.


 


(i)       The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section
3.06    Investment of Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any
depository institution maintaining the Collection Account, the Companion Distribution Account or any other Servicing Account,
escrow account or reserve account held by the Master Servicer (for purposes of this Section 3.06, an
“Investment Account”), the Special Servicer may direct any depository institution maintaining the REO
Account (also for purposes of this Section 3.06, an “Investment Account”) to invest or


 






    -192- 


     


    

 


if it is
such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the
date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on
demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer
(in the case of the Collection Account, the Companion Distribution Account or any other Servicing Account, escrow account or
reserve account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account or any
Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous
physical possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the
Servicing Accounts, the REO Account or any other escrow accounts or reserve accounts, as applicable, that is either (i) a
“certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to
Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security interest by physical
possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of a
“security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the
Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary to
cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any other Servicing Account, escrow account or reserve account maintained by
or for the Master Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or
for the Special Servicer) shall:


 


(i)       consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount
required to be withdrawn on such date; and


 


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


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any other Servicing
Account, escrow account or reserve account maintained by or for the Master Servicer to the extent of the Net Investment Earnings,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the
extent


 






    -193- 


     


    

 


(with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest
and investment income realized on funds deposited in the REO Account or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including
any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit
of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any
loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable,
would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer,
as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account or the
REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any other Servicing
Account, escrow account or reserve account maintained by or for the Master Servicer), the Special Servicer (in the case of the
REO Account or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I
Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution
Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company
satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made (and, with respect
to the Master Servicer, such federal or state chartered depository institution or trust company is not an Affiliate of the Master
Servicer unless such depository institution or trust company satisfied the qualification set forth in the definition of Eligible
Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07    Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with
respect to the Serviced Mortgage Loans and any related Serviced Companion Loan) shall use its efforts consistent with the
Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer (with respect to REO Properties related to
Serviced Mortgage Loans) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all
insurance coverage as is required under the related Mortgage Loan documents except to the extent that the failure of the
related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to
the Master Servicer or Special Servicer, as applicable). If any Mortgage Loan


 






    -194- 


     


    

 


documents permit the holder thereof to dictate
to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to
REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as
are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided
that the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to
maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the
Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Special Servicer with the consent of the
Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and subject to the DCH
Limitations)) and only in the event the Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates.
The Master Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the applicable
servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. If the
Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to
any required Servicing Advance, the Master Servicer (with respect to the Serviced Mortgage Loans and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties related to Serviced Mortgage Loans) shall maintain
all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can
be obtained at commercially reasonable rates, as determined in accordance with the Servicing Standard. All Insurance Policies
maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with
loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage
Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties)
or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii)
be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in
an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the
REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (and any related
Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any
co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such
endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior
written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled
without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this Section
3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts
collected by the Master Servicer or Special Servicer under any such Insurance Policies (other than amounts to be applied to
the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related
Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents)
shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by
the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced
Companion Loan) (other than REO Properties and other than any


 






    -195- 


     


    

 


Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on
its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not
be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of
the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost
incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an
expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit
therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not
be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of
the Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it
were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be
required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any
Mortgaged Property unless such insurance was required at the time of origination of the related Serviced Mortgage Loan and is
currently available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan that either (x) require the
Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y)
contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder
of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect
its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing
Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided that
the Master Servicer and the Special Servicer shall be entitled to conclusively rely upon certificates of insurance in determining
whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks
specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and
(C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge
(such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and
(B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant
to clause (B) above. If the Special Servicer determines in accordance with the Servicing Standard that such failure is
not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts
consistent with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust)
shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely
on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore,
the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal
Balances of


 






    -196- 


     


    

 


all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal
Balance of the Mortgage Loans then included in the Trust. During the period that the Special Servicer is evaluating the availability
of such insurance or waiting for a response from the Directing Certificateholder, neither the Master Servicer nor the Special
Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain)
such insurance and will not be in default of its obligations as a result of such failure and the Master Servicer will not itself
maintain such insurance or cause such insurance to be maintained.


 


(b)       (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such


 






    -197- 


     


    

 


Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with
a Qualified Insurer covering losses that may be sustained as a result of the Master Servicer’s and the Special Servicer’s,
as applicable, officers’ and employees’ misappropriation of funds or errors or omissions in connection with its activities
under the Agreement. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c). The Special Servicer and the Master Servicer shall furnish upon request to the Trustee copies of all binders and
policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property securing a Serviced
Mortgage Loan is in a federally designated special flood hazard area (and such flood insurance has been made available), the Master
Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable
law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related Mortgagor
shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Serviced
Mortgage Loan or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage
is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage
with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost of any


 






    -198- 


     


    

 


insurance
described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such costs (or
pay such amounts from the Collection Account if it determines such Advance would be a Nonrecoverable Advance).


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the sum of (i) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended
and (ii) such additional amounts as are sufficient to provide coverage for the value of improvements related to the Mortgaged
Property that are located within a federally designated special flood hazard area. The cost of any such flood insurance with respect
to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance (or from the
Collection Account if it determines such Advance would be a Nonrecoverable Advance).


 


(f)       Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A-” by S&P and “A-” by Fitch, the Master Servicer (or its public parent) or the Special Servicer
(or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligation under
this Section 3.07.


 


(g)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.08    Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Serviced Mortgage Loan and any
related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its
terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement and subject to the
processing and consent procedures specified in Section 3.33, the Special Servicer shall determine (with respect to any
Specially Serviced Loan or, to the


 






    -199- 


     


    

 


extent such action is a Major Decision or Special Servicer Decision, any Serviced Mortgage
Loan that is not a Specially Serviced Loan and any related Serviced Companion Loan) in a manner consistent with the Servicing
Standard (or, in the case of any Non-Specially Serviced Loan, to the extent such action is not a Major Decision or Special Servicer
Decision, the Master Servicer shall determine in a manner consistent with the Servicing Standard), on behalf of the Trustee as
the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion
Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to any sale or transfer, consistent with the
Servicing Standard or (b) waive any right to exercise such rights, provided that, (A) with respect to such consent or waiver of
rights that is a Major Decision, the Special Servicer shall, subject to the DCH Limitations, obtain the prior written consent
(or deemed consent) of, or consult with, the Directing Certificateholder, in each case if, as and to the extent required under
Section 6.08, and (B) with respect to any Mortgage Loan (I) with a Stated Principal Balance greater than or equal to $20,000,000,
(II) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal Balance of the Mortgage Loans
then outstanding or (III) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together
with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans
or Crossed Mortgage Loan Groups outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer shall obtain
a Rating Agency Confirmation from each Rating Agency (provided, that no such Rating Agency Confirmation will be required
if such Mortgage Loan has a Stated Principal Balance of $10,000,000 or less or if the related Mortgage Loan does not meet the
criteria set forth in subclause (I), (II) or (III); provided, that a Rating Agency Communication will be required in all
cases) and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then current ratings of any class of Serviced Companion Loan Securities (if any); provided, that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25. Notwithstanding anything herein to the contrary, with respect to
any Excluded Loan (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special
Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(a), the party
processing the related servicing action shall (if not already provided in accordance with Section 3.25 of this Agreement)
deliver a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities, the 17g-5 information
provider under the related Other Securitization, in each case in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who
bears


 






    -200- 


     


    

 


the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance, such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Serviced Mortgage Loan or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan
may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer,
with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced Companion Loans, on behalf
of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have
been satisfied, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee discretion in approving
a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been
satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to
whether such conditions have been satisfied.


 


(b)       As
to each Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement and subject to
the processing and consent procedures specified in Section 3.33, the Special Servicer shall determine (with respect to
any Specially Serviced Loan or, to the extent such action is a Major Decision or Special Servicer Decision, any Serviced
Mortgage Loan that is not a Specially Serviced Loan and any related Serviced Companion Loan) in a manner consistent with the
Servicing Standard (or, in the case of any Non-Specially Serviced Loan, to the extent such action is not a Major Decision or
Special Servicer Decision, the Master Servicer shall determine in a manner consistent with the Servicing Standard), on behalf
of the Trustee as the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan
or Serviced Companion Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to the creation of
any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such
rights, provided that, (A) with respect to such consent or waiver of rights that is a Major Decision, the Special Servicer
shall, subject to the DCH Limitations, obtain the prior written consent (or deemed consent) of, or consult with, the
Directing Certificateholder, in each case if, as and to the extent required under Section 6.08, and (B) with respect
to any Mortgage Loan (I) with a Stated


 






    -201- 


     


    

 


Principal Balance greater than or equal to 2% of the aggregate Stated Principal
Balance of the Mortgage Loans then outstanding, (II) that has a combined loan-to-value ratio greater than 85% (based upon any
and all existing and proposed debt), (III) that has a combined debt service coverage ratio less than 1.20x (in each case,
determined based upon the aggregate debt service on the related Mortgage Loan and any related Companion Loan, if any, and the
debt service on the proposed additional lien), (IV) together with all other Mortgage Loans with which it is
cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an
Affiliate thereof), that is one of the ten largest Mortgage Loans or Crossed Mortgage Loan Groups outstanding (by Stated
Principal Balance), or (V) with a Stated Principal Balance greater than or equal to $20,000,000, the Master Servicer or the
Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency (provided, that no such Rating
Agency Confirmation will be required if such Mortgage Loan has a Stated Principal Balance of $10,000,000 or less or if the
related Mortgage Loan does not meet the criteria set forth in subclause (I), (II), (III), (IV) or (V); provided, that
a Rating Agency Communication will be required in all cases) and a confirmation of any applicable rating agency that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings of any class of Serviced
Companion Loan Securities (if any); provided, that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether an
Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section
6.08 for consulting with the Operating Advisor.


 


In
connection with any request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(b), the Master
Servicer or the Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this
Agreement) deliver a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities,
the 17g-5 information provider under the related Other Securitization, in each case in accordance with Section 3.25 of
this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who
bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with
respect to the satisfaction of such conditions, then for so long as such Mortgage Loan or related


 






    -202- 


     


    

 


Companion Loan is being serviced
under this Agreement, the Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan),
on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect
to all Non-Specially Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied,
the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make such determination with respect to whether
such conditions have been satisfied.


 


(c)       Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)       Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the
Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(who shall post such documents on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)       Pursuant
to each Mortgage Loan Purchase Agreement, if there is a breach of the representations and warranties set forth in paragraph 30
or paragraph 32 in Exhibit 2 thereto, and as a result the payments, by a Mortgagor, of reasonable costs and expenses associated
with securing the consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance”
clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an additional trust fund expense in an
amount equal to such reasonable costs and expenses not paid by such Mortgagor, the related Mortgage Loan Seller shall reimburse
the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid such additional trust
fund expense (and, if applicable, to pay the amount of any fees and expenses of the Asset Representations Reviewer related to
the Asset Review of such Mortgage Loan not previously paid by the related Mortgage Loan Seller).


 


(f)       Notwithstanding
any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause without the consent of the Special Servicer and the Special Servicer may not waive
its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any
Non-Specially Serviced Loan or relating to any Specially Serviced Loan without (prior to the occurrence and continuance of a Control
Termination Event and subject to the DCH Limitations) the consent of the Directing Certificateholder (or after the occurrence
and during the continuance of a Control Termination Event, but prior to a


 






    -203- 


     


    

 


Consultation Termination Event (and subject to the DCH
Limitations), upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing Certificateholder
shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s or Special Servicer’s recommendation
and analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing
Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due on sale”
or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer
fails to receive a response to such notice from the Directing Certificateholder in writing within such period, then the Directing
Certificateholder shall be deemed to have consented to such proposed waiver or consent).


 


(g)       Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan
documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender or, with respect to the Grand Canal Shoppes Mortgage Loan,
the Grand Canal Shoppes Purchase Option Holder, as applicable, with a copy of such notice to the Special Servicer. The
Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section
3.24, subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder
or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf
of the holders of the beneficial interest of the related Companion Loan) or this Agreement or the Grand Canal Shoppes
Purchase Option Holder’s rights under the Grand Canal Shoppes Reciprocal Easement Agreement or this Agreement, exercise
reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of property securing any such Serviced Mortgage Loan and related Companion Loan, if
any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other
provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable
discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to
Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such
Servicing Advance, and the Master Servicer or Special Servicer has not determined that such Servicing Advance together with
accrued and unpaid interest thereon would


 






    -204- 


     


    

 


constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special
Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or
expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09
shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on
any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such
property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the
factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all
such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master
Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure or
otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with
respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as
a Servicing Advance.


 


(b)       The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)       such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)       the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event (and such Opinion of Counsel may be premised on the designation hereby of any such
personal property as being deemed part of an “outside reserve fund” (within the meaning of Treasury Regulations Section
1.860G-2(h)) with the owner of such personal property for federal income tax purposes to be designated at such time).


 


(c)       Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)       such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the


 






    -205- 


     


    

 


best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall
be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall
be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor
Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal
to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any
such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental
Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense
of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii)
of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with
respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with
respect to any Mortgaged Property securing a Defaulted Loan and any related Serviced Companion Loan, and (ii) there has been no
breach of any of the representations and warranties set forth in or required to be made pursuant to Section 4 of each of the Mortgage
Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted Loan pursuant
to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action


 






    -206- 


     


    

 


as it deems
to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized (prior to the occurrence and continuance of a Control Termination Event (or with respect to any Serviced AB Mortgage
Loan, after the occurrence and during the continuation of a Serviced AB Control Appraisal Period, but prior to the occurrence
and continuance of a Control Termination Event) and subject to the DCH Limitations), with the consent of the Directing Certificateholder
at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided
that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of
the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating
Agencies, the Trustee, the Certificate Administrator, the Master Servicer and (prior to the occurrence of a Consultation Termination
Event and subject to the DCH Limitations) the Directing Certificateholder, in writing of its intention to so release such Mortgaged
Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s
intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates
entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within
thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website
(failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any
fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor,
such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts
to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)       The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (subject to the DCH Limitations), the Master Servicer and the 17g-5 Information Provider monthly regarding any
actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion
Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the conditions
set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier
to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller
or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and
required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master
Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has


 






    -207- 


     


    

 


been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(subject to the DCH Limitations) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination
Date.


 


Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of
any Serviced Mortgage Loan, or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special
Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall
include a statement to the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to
enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as
release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency)
of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or
Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or
its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole
Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Serviced Mortgage Loan (and any related Companion Loan), the
Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer. Upon
receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the
Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or
the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer,
as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was
liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account (including amounts related to the related Companion Loan, if applicable)


 






    -208- 


     


    

 


pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release
shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the
original being released upon termination of the Trust.


 


(c)       Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the
preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall
be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)       If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11     Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO
Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced
loan” under any related Non-Serviced PSA). As to each such Mortgage Loan, Serviced Companion Loan and REO Loan, the
Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, and in the same manner as
interest is calculated on such Mortgage Loan, Serviced Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such
Mortgage Loan or Serviced Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to
any such Mortgage Loan, Serviced Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect
to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan
continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable
Servicing Fee shall continue to accrue and be payable as if


 






    -209- 


     


    

 


such Liquidation Event did not occur. The Servicing Fee shall be
payable monthly, on a loan-by-loan basis, from payments of interest on each such Mortgage Loan, Serviced Companion Loan and
REO Revenues allocable as interest on each such REO Loan, and as otherwise provided by Section 3.05(a). The Master
Servicer shall be entitled to recover unpaid Servicing Fees in respect of any such Mortgage Loan, Serviced Companion Loan or
REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues
(in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section
3.05(a).


 


Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof or as provided in the following paragraph with respect to the Excess Servicing Fee). With respect to each Serviced
Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Companion
Loan, subject to the terms of the related Intercreditor Agreement.


 


The
Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense,
to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to
any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer,
sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor
a certificate substantially in the form of Exhibit TT-1 attached hereto, and (iii) the prospective transferee shall have
delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit TT-2 attached hereto.
None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Asset Representations
Reviewer or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the
Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer,
sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each
holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing
Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance
of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee
Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers,
the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Operating Advisor,
the Asset Representations Reviewer and the Special Servicer against any liability that may result if such transfer is not exempt
from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not
made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance
of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed


 






    -210- 


     


    

 


not to use or disclose such information in
any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that
would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to
time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to
the related Mortgage Loan, Serviced Companion Loan or any successor REO Loan with respect thereto to which the Excess Servicing
Fee Right relates, shall pay, out of the Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced
Companion Loan or any successor REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing
Fee Right within one Business Day following the payment of such Servicing Fee to the Master Servicer, in each case in accordance
with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right
shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate
Administrator, the Custodian, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor,
the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the
assignment or transfer of the Excess Servicing Fee Right.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), with respect to each Serviced Mortgage Loan and any related Serviced Companion Loan, additional servicing compensation
in the form of the following amounts to the extent collected from the related Mortgagor:


 


(i)
100% of any defeasance fees actually collected during the related Collection Period in connection with the defeasance of a Serviced
Mortgage Loan or Serviced Whole Loan, if applicable (provided, that for the avoidance of doubt, any such defeasance fee shall
not include any Excess Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled
to under this Agreement);


 


(ii)
(x) 50% of Excess Modification Fees actually collected during the related Collection Period with respect to Serviced Mortgage
Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan) and paid in connection with a consent, approval
or other action that (I) is a Major Decision or an item under clause (e) or clauses (i)(i) or (ii) of the definition of “Special
Servicer Decision” (in each case, regardless of who processes such consent, approval or other action) or (II) is a Special
Servicer Decision processed by the Master Servicer and (y) 100% of Excess Modification Fees actually collected during the related
Collection Period with respect to Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion
Loan)and paid in connection with a consent, approval or other action that does not involve a Major Decision or Special Servicer
Decision;


 


(iii)
(x) 100% of assumption fees, earnout fees and other similar items collected during the related Collection Period with respect
to Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan) in connection with
a consent, approval or other action that does not involve a Major Decision or Special Servicer Decision, and (y) 50% of assumption
fees, earnout fees and other similar items


 






    -211- 


     


    

 


collected during the related Collection Period with respect to Serviced Mortgage Loans
that are not Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other
action that (I) is a Major Decision or an item under clause (e) or clauses (i)(i) or (ii) of the definition of “Special
Servicer Decision” (in each case, regardless of who processes such consent, approval or other action) or (II) is a Special
Servicer Decision processed by the Master Servicer;


 


(iv)
100% of assumption application fees collected during the related Collection Period with respect to Serviced Mortgage Loans (and
any related Serviced Companion Loan) for which the Master Servicer is processing the underlying assumption transaction (whether
or not the consent of the Special Servicer is required);


 


(v)
(x) 100% of consent fees on Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion
Loan) in connection with a consent that does not involve a Major Decision or Special Servicer Decision, and (y) 50% of consent
fees on Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan) in connection
with a consent that (I) is a Major Decision or an item under clause (e) or clauses (i)(i) or (ii) of the definition of “Special
Servicer Decision” (in each case, regardless of who processes such consent, approval or other action) or (II) is a Special
Servicer Decision processed by the Master Servicer;


 


(vi)
any and all amounts collected for checks returned for insufficient funds on all Serviced Mortgage Loans and any Serviced Companion
Loan;


 


(vii)
100% of charges for beneficiary statements or demands actually paid by the Mortgagors relating to the accounts held by the Master
Servicer pursuant to this Agreement or the Mortgage Loan documents;


 


(viii)
the excess, if any, of Prepayment Interest Excesses (to the extent not payable by the Master Servicer as a Compensating Interest
Payment) over Prepayment Interest Shortfalls arising from any principal prepayments on the Serviced Mortgage Loans and any Serviced
Companion Loans; and


 


(ix)
Penalty Charges paid by the Mortgagors and accrued while the related Serviced Mortgage Loans or any related Serviced Companion
Loans were not Specially Serviced Loans to the extent provided in Section 3.11(d).


 


In
addition, the Master Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other
than with respect to any Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent
such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf
of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution
Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master
Servicer shall also be entitled to additional servicing compensation in the form of: (i) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b)
(but only to the extent of


 






    -212- 


     


    

 


the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (ii) interest
or other income earned on deposits in the Servicing Accounts which are not required by applicable law or the related Mortgage
Loan to be paid to the Mortgagor, and (iii) the difference, if positive, between Prepayment Interest Excesses (to the extent not
payable by the Master Servicer as a Compensating Interest Payment) and Prepayment Interest Shortfalls collected on the Serviced
Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required to
be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred
by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor
the Special Servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B)
to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective
portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any
right to share in any part of the other party’s portion of such fee. If the Special Servicer decides not to charge any fee,
the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would
have been entitled if the Special Servicer had charged a fee and the Special Servicer will not be entitled to any of such fee
charged by the Master Servicer.


 


Notwithstanding
anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign
or pledge to any third party or retain for itself the Excess Servicing Fee Rights; provided, that in the event of any resignation
or termination of such Master Servicer, all or any portion of the Excess Servicing Fee Rights may be reduced by the Trustee to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master
servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at
a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Excess Servicing Fee Rights shall,
by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Excess
Servicing Fee to the holder of the Excess Servicing Fee Rights at such time and to the extent the Master Servicer is entitled
to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 






    -213- 


     


    

 


(b)       As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and Serviced REO Loan. As to each Specially Serviced Loan and REO Loan, the Special Servicing
Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the
Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the
same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO
Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities
and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to
a Non-Serviced Mortgage Loan.


 


(c)       The
Special Servicer shall be entitled to additional servicing compensation in the form of:


 


(i)
100% of Excess Modification Fees actually collected during the related Collection Period with respect to (x) any Specially Serviced
Loans (or any successor REO Loan) and (y) if the modification, waiver or amendment is a Special Servicer Decision (other than
under clause (e) or clauses (i)(i) or (ii) of the definition of “Special Servicer Decision”) processed by the Special
Servicer, any Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan);


 


(ii)
50% of Excess Modification Fees collected during the related Collection Period with respect to Serviced Mortgage Loans that are
not Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action
that (I) is a Major Decision or an item under clause (e) or clauses (i)(i) or (ii) of the definition of “Special Servicer
Decision” (in each case, regardless of who processes such consent, approval or other action) or (II) is a Special Servicer
Decision processed by the Master Servicer;


 


(iii)
(x) 100% of assumption fees collected during the related Collection Period with respect to (I) Specially Serviced Loans and (II)
if the related consent, approval or other action is a Special Servicer Decision (other than under clause (e) or clauses (i)(i)
or (ii) of the definition of “Special Servicer Decision”) processed by the Special Servicer, any Serviced Mortgage
Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan), and (y) 50% of assumption fees and other
similar items collected during the related Collection Period with respect to Serviced Mortgage Loans that are not Specially Serviced
Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that (I) is a Major Decision
or an item under clause (e) or clauses (i)(i) or (ii) of the definition of “Special Servicer Decision” (in each case,
regardless of who processes such consent, approval or other action) or (II) is a Special Servicer Decision processed by the Master
Servicer;


 






    -214- 


     


    

 


(iv)
100% of assumption application fees collected during the related Collection Period with respect to Serviced Mortgage Loans (and
any related Serviced Companion Loan, if applicable) for which the Special Servicer is processing the underlying assumption transaction;


 


(v)
(x) 100% of consent fees on (I) Specially Serviced Loans and (II) if the related consent is a Special Servicer Decision (other
than under clause (e) or clauses (i)(i) or (ii) of the definition of “Special Servicer Decision”) processed by the
Special Servicer, any Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan),
and (y) 50% of consent fees on Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion
Loan) in connection with a consent that (I) is a Major Decision or an item under clause (e) or clauses (i)(i) or (ii) of the definition
of “Special Servicer Decision” (in each case, regardless of who processes such consent, approval or other action)
or (II) is a Special Servicer Decision processed by the Master Servicer;


 


(vi)
100% of charges for beneficiary statements or demands actually paid by the Mortgagors relating to the accounts held by the Special
Servicer pursuant to this Agreement or the Mortgage Loan documents; and


 


(vii)
Penalty Charges paid by the Mortgagors and accrued while the related Serviced Mortgage Loans or any related Serviced Companion
Loans were Specially Serviced Loans to the extent provided in Section 3.11(d).


 


Subject
to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of interest
or other income earned on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date).
In addition, the Special Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation
(other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid
by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in
the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it
remains a Corrected Loan; provided, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected
Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee
Amount received by the Special Servicer; provided, further, that in the event the Workout Fee collected over the
course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to
an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result
in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion
Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected
Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount


 






    -215- 


     


    

 


has been deducted in
full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced
Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan (together with any related
Serviced Companion Loan) again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect
to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the
right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Serviced Companion Loan that became
Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the
Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for
cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer
had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was
terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic
Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic
Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not
be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to (a) each
Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property)
as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgage
Loan repurchased by a Mortgage Loan Seller (or for which a Loss of Value Payment was made), in each case, subject to the exceptions
set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and
Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to
any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and
out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest
on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive
a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,
with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided
in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or
indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage
Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty
Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of
REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring
against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly
out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.


 






    -216- 


     


    

 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special
Servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent
either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to
share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been
entitled if the Master Servicer had charged a fee and the Master Servicer will not be entitled to any of such fee charged by the
Special Servicer.


 


(d)       In
determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Serviced Mortgage Loan and any related Companion Loan since
the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the
Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced
Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced
Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the
applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such
Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant
to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest
on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional
expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such
Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than
Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer
and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan (or, if provided under the related
Intercreditor Agreement, any related Serviced Pari Passu Companion Loan). Penalty Charges (other than with respect to a Non-Serviced
Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter
shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan
was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the
period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing
compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special
Servicer, on a pro rata basis, based on the Master Servicer’s and the Special Servicer’s respective entitlements
to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion
Loan will be allocated pursuant to


 






    -217- 


     


    

 


the applicable Intercreditor Agreement after payment of all related Advances and interest thereon
and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)       With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan or Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


(h)       If
a Servicing Shift Mortgage Loan becomes a Specially Serviced Loan prior to the related Controlling Companion Loan Securitization
Date, the Special Servicer shall service and administer the related Servicing Shift Whole Loan and any related REO Property in
the same manner as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned
with respect to such Servicing Shift Whole Loan during the period for which it acts as Special Servicer of such Servicing Shift
Whole Loan. With respect to each Servicing Shift Mortgage Loan, prior to the related Controlling Companion Loan Securitization
Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing
Shift Whole Loan is still a Specially Serviced Loan on the related Controlling Companion Loan Securitization Date, the related
Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to the related Servicing
Shift Whole Loan as if the Special Servicer were being terminated as Special Servicer and the related Non-Serviced Special Servicer
were replacing it as the successor special servicer.


 






    -218- 


     


    

 


Upon receipt of notice of its termination as Special Servicer with respect
to a Servicing Shift Whole Loan, the Special Servicer shall reasonably cooperate with the related Non-Serviced Special Servicer
in connection with the servicing transition of the related Servicing Shift Whole Loan on and after the related Controlling Companion
Loan Securitization Date.


 


Section
3.12     Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Serviced
Mortgage Loan (other than any Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least
once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case,
commencing in the calendar year 2020; provided, that if a physical inspection has been performed by the Special
Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged
Property since such physical inspection, the Master Servicer will not be required to perform, or cause to be performed, such
physical inspection; provided, further, that if any scheduled payment becomes more than 60 days delinquent on
the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon
as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such
Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second
proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related
Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the
Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such
cost shall be payable, subject to the terms of the related Intercreditor Agreement, first, from the related Serviced
Subordinate Companion Loan, and then, pro rata and pari passu, from the related Serviced Mortgage Loan and
Serviced Pari Passu Companion Loans, in accordance with their respective Stated Principal Balances, in each case, prior to
being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or
cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged
Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property
that the preparer of such report has knowledge of and the Master Servicer or Special Servicer, as applicable, deems material,
(ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of
such report has knowledge or that is evident from the inspection, and that the Master Servicer or Special Servicer, as
applicable, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such
report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic
format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to
the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and subject to the
DCH Limitations). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special
Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such
report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information


 






    -219- 


     


    

 


Provider for posting
to the 17g-5 Information Provider’s Website for review by NRSROs that are Privileged Persons. In respect of any
Mortgage Loan that is a Specially Serviced Loan, prior to the occurrence of a Consultation Termination Event (and subject to
the DCH Limitations), the Master Servicer shall deliver or make available a copy of each such report to the Directing
Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may
be delivered until further notice).


 


(b)       The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan, shall use efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor quarterly
and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly
and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of
the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage
Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage
Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required to request
such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant
to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements,
budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following
their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee, the
Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty
(60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing
2020. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer shall
deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or Special Servicer, as applicable, upon request of any Rating Agency, shall deliver copies of all
or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In
addition, the Master Servicer (with respect to each Serviced Mortgage Loan that is not a Specially Serviced Loan) or the Special
Servicer (with respect to Specially Serviced Loans and each REO Property related to a Serviced Mortgage Loan), as applicable,
shall prepare with respect to each related Mortgaged Property or such REO Property, as applicable:


 


(i)       within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing with the quarter ending September 30,
2019, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by
the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information)
for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, that any analysis or report
with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable
CREFC® guidelines (it being understood that as


 






    -220- 


     


    

 


of the Closing Date, the applicable CREFC® guidelines
provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged
Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is
on the CREFC® Servicer Watch List). The Master Servicer (with respect to each Serviced Mortgage Loan that is not
a Specially Serviced Loan) (or with respect to Specially Serviced Loans and REO Properties, in which case the Special Servicer
shall first deliver the related CREFC® Operating Statement Analysis Report and operating statements to the Master
Servicer) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis
Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each
material revision thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with
respect to any Serviced Companion Loan) and the Special Servicer.


 


(ii)       within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form
of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2019, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents
to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to
“normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing
the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to each Serviced Mortgage Loan
that is not a Specially Serviced Loan) (or with respect to Specially Serviced Loans and REO Properties, in which case the Special
Servicer shall first deliver the related CREFC® NOI Adjustment Worksheet and the operating statements or rent rolls to the
Master Servicer) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and,
upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each
material revision thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with
respect to any Serviced Companion Loan) and the Special Servicer.


 


Notwithstanding
the foregoing, any documentation delivered pursuant to clause (i) or (ii) above shall be delivered, upon the request
of any Rating Agency, to 17g-5 Information Provider.


 


(c)       At
or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans
(excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged
Property), providing the


 






    -221- 


     


    

 


information required of the Special Servicer in an electronic format, reasonably acceptable to the Master
Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall
include data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report
and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each
case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)       Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning August 2019, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File,
and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in
the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Determination Date, (E) CREFC®
Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery
Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant
to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New
York City time) on the P&I Advance Date beginning August 2019, the Master Servicer shall deliver or cause to be delivered
in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later
than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning August 2019, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic
Update File and the CREFC® Appraisal Reduction Template if provided for such Distribution Date. In no event shall
any report described in this subsection be required to reflect information that has not been collected by or delivered to the
Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business
Day prior to the Business Day on which the report is due.


 


(e)       Not
later than 5:00 p.m. (New York City time) two (2) calendar days following each Distribution Date (provided that if such second
calendar day is not a Business Day, then the immediately succeeding Business Day), the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer shall
have no obligation to prepare or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless
the Depositor has delivered the items required by Section 2.01(j). If the CREFC® Schedule AL File is not received
by the Certificate Administrator by 5:00 p.m. (New York City time) two (2) calendar days following each Distribution Date (provided
that if such second calendar day is not a Business Day, then the


 






    -222- 


     


    

 


immediately succeeding Business Day), the Certificate Administrator
shall request such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com with
a copy to the Depositor at cmbs_notices@morganstanley.com. In preparing the CREFC® Schedule AL File and any Schedule
AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer
shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any
applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act
as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the
Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver
any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC®
Schedule AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the
Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files,
unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule
AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate Administrator shall not be required to review,
redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or any Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge
of the contents of any CREFC® Schedule AL File or any Schedule AL Additional File solely by virtue of its receipt
thereof.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


 


(f)       The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided
by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are,
in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section
3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section
3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to
the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by
the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section
3.12(c) of this Agreement.


 






    -223- 


     


    

 


(g)       Notwithstanding
the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(h)       Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) making such statement, report or information available on the
Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause
to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan
Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of
Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such
boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise
authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or
information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that
is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by
applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator, such access
may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the
Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from
the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or


 






    -224- 


     


    

 


on behalf of the
Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making
such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the
Custodian.


 


The
failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a
confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information
and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit
X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual
property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure
of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver
of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer
or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall
not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be,
determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would
violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege
on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer
or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the
Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any Serviced Subordinate Companion Loan, the holder of
such Serviced Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer,
as applicable, the Master Servicer or the Special Servicer, as applicable, may provide (or make available electronically) at the
expense of such Certificateholder or holder of such Serviced Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or
Serviced AB Whole Loan, if requested by the holder of a Serviced Subordinate Companion Loan, as the case may be) obtained by the
Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master
Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably


 






    -225- 


     


    

 


acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such Serviced Subordinate Companion Loan,
as applicable, may have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder or Certificate Owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence
Files.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)       The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)     the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)       any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 






    -226- 


     


    

 


(iii)    The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time;


 


(iv)   The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to a Serviced AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section
3.19(d);


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)       the
CREFC® Appraisal Reduction Template; and


 


(E)       any
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(v)     The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 






    -227- 


     


    

 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)       any
notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)       any
notice of termination pursuant to Section 9.01;


 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)       any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 


(P)       any
notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(Q)       any
notice of the occurrence of an Operating Advisor Termination Event;


 






    -228- 


     


    

 


(R)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(S)       any
assessments of compliance delivered to the Certificate Administrator; and


 


(T)       any
attestation reports delivered to the Certificate Administrator;


 


(U)       any
“special notices” requested by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(V)       any
Proposed Course of Action Notice; and


 


(W)      any
notices or documents provided to the Certificate Administrator by the Depositor or the Master Servicer for posting to the “Special
Notices” tab;


 


(vi)     the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)    solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)   the
“US Risk Retention Special Notices” tab, which will contain any notices relating to ongoing compliance by each Retaining
Party or Successor Third-Party Purchaser with the hedging, transfer, financing and other restrictions under the Risk Retention
Rule;


 


provided,
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator shall only be required to provide notice of the occurrence and continuance
of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “US Risk Retention Special Notices”
tab described in clause (viii) above, provide email notification to any Privileged Person (other than Financial Market
Publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted
to the “US Risk Retention Special Notices” tab.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “US Risk Retention Special Notices”
tab described in clause (viii) above, include a fixed statement in the Distribution Date Statement that risk retention
notices, if any, can be found on the “US Risk Retention Special Notices” tab.


 


Notwithstanding
the description set forth above, for purposes of obtaining information or access to the Certificate Administrator’s Website,
all Excluded Information shall be made available under one separate tab or heading rather than under the headings described above
in the preceding paragraph.


 






    -229- 


     


    

 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect
to the Master Servicer, in electronic form) of an investor certification substantially in the forms of Exhibit P-1D and
Exhibit P-1B and upon delivery to the Certificate Administrator in physical form of an investor certification substantially
in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling
Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each require
and rely on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a
Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor
certification in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class
Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling
Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded
Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed


 






    -230- 


     


    

 


in such notice and shall also provide the
Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated
with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling
Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.
Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder
shall submit a new investor certification substantially in the form of Exhibit P-1D to access the information on the Certificate
Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded
Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s))
made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on
the Certificate Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall
mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the
Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if
possible at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such party is not a Borrower Party and, if such Excluded Information is not available to such party on the Certificate
Administrator’s Website because of such party’s Excluded Controlling Class Holder status, such party shall be permitted
to obtain such information from the Master Servicer or Special Servicer in accordance with Section 4.02(f) of this Agreement.
The provisions in this Section 3.13(b) shall not limit the Master Servicer’s ability to make accessible certain information
regarding the Mortgage Loans at a website maintained by the Master Servicer.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form
of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website)
if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive
prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related
Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate
Administrator in accordance with Section 3.32.


 






    -231- 


     


    

 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any
non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “MSC 2019-H7” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)       any
notices of waivers under Section 3.08(d);


 






    -232- 


     


    

 


(ii)       any
Final Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)       any
notice of final payment on the Certificates;


 


(iv)       any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)       any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)       any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)       any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)      any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)        copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)        any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)       any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)       any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)       any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(viii);


 


(xvi)       any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the


 






    -233- 


     


    

 


information delivered to the
17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or
regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)     any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)       any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.,
New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City
time; provided, further, that any information delivered pursuant to Section 3.13(e) shall be posted in accordance
with Section 3.13(e). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate
Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5
Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an
NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5
Information Provider’s Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access
shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made prior to
2:00 p.m., New York City time, on such Business Day or, if received after 2:00 p.m., New York City time, on the following Business
Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “MSC 2019-H7” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and
the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs
by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing
17g-5 Information available only to the Depositor and to NRSROs via


 






    -234- 


     


    

 


the 17g-5 Information Provider’s Website pursuant this
Section 3.13(c). The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the
Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other
third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or document was received and that it has been posted. Except
as provided in Section 3.13(e), the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated
to send such information, report, notice or document to the applicable Rating Agency following the earlier of (a) receipt of notification
from the 17g-5 Information Provider that such information, report or other document has been posted to the 17g-5 Information Provider’s
Website and (b) after 2:00 p.m. (New York City time) on the first Business Day following the date the Master Servicer or the Special
Servicer, as applicable, has provided such information, report, notice or other document to the 17g-5 Information Provider (other
than in accordance with Section 3.13(e)). The 17g-5 Information Provider shall notify each Person that has signed-up for
access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an
additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such
document in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice
to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSC 2019-H7”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)       The
Depositor hereby authorizes the Certificate Administrator to make available to the Financial Market Publishers or such other vendor
chosen by the Depositor upon delivery by such vendor to the Certificate Administrator of a certification in the form of Exhibit
P-3 hereto (which certification may be submitted electronically via the Certificate Administrator’s Website), all the
Distribution Date Statements, CREFC® Reports and supplemental notices with respect to such Distribution Date Statements
and CREFC® Reports to Privileged Persons.


 






    -235- 


     


    

 


(e)       The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Provided such information is specifically designated by the Master
Servicer or Special Servicer as a bulk delivery, such specifically labeled bulk information shall be posted by the 17g-5 Information
Provider, and the 17g-5 Information Provider may, but shall not be obligated to, post such bulk information in accordance with
the timeframe provided in Section 3.13(c).


 


(f)       The
Master Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce or otherwise
make available through its website or otherwise, any additional information relating to the Mortgage Loans (other than any Non-Serviced
Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced Mortgaged Property),
or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor Certification
in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)
(in the case of deliveries to a Rating Agency, subject to the conditions set forth in the penultimate paragraph of Section
3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions
on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or
by the related Mortgage Loan documents. The Master Servicer shall be entitled to (i) indicate the source of such information and
affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement
substantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s website, and (B) acknowledge that the Master Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via
the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a reasonable and customary
disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with
providing access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders
the form of confidentiality agreement used by the Master Servicer shall be: (i) in the case of a Certificateholder, an Investor
Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information
confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators
and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided
that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor
related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest
therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder
may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on


 






    -236- 


     


    

 


behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(g)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports, notices and other information produced or otherwise available to the Directing Certificateholder (other than, prior
to the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Reports that are not Final Asset
Status Reports and any Major Decision Reporting Package with respect to a Non-Specially Serviced Loan), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic
format and that are not available on the Certificate Administrator’s Website or included in any reports distributed by the
Certificate Administrator.


 


(i)       None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the
Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations
in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency
or NRSRO in connection with such review and


 






    -237- 


     


    

 


evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has
been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to
use such information in undertaking credit rating surveillance with respect to the Certificates (and the party providing such
information to a Rating Agency shall, upon request, certify to the Depositor that it received the confirmation described in this
clause (z) or provide the Depositor with a copy of such confirmation from the applicable Rating Agency); provided,
that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly
available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that
they have access to) other than pursuant to this Section 3.13(i).


 


(j)       The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14    Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a
single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate
of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with
customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with
respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on
behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the
close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the
meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third
calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) and such
extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such
REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the
Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the
close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event. If
the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its
being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of 


 






    -238- 


     


    

 


Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section
3.05(a).


 


(b)       The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after
receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the
location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)       The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days after such
amounts are received and properly identified and determined to be available (or, with respect to a Serviced Companion Loan, on
the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account
and remit to the Master Servicer which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable),
the aggregate of all amounts received in respect of each REO Property during the Collection Period ending on such Determination
Date, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings
on amounts on deposit in the REO Account; provided, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior
to the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the
Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as
applicable, on such date. The Master Servicer shall apply all such amounts received by the Master Servicer as of the Determination
Date as instructed by the Special Servicer (or with respect to an REO Loan that is a successor to a Serviced Companion Loan, on
each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)       The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for
all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 






    -239- 


     


    

 


Section
3.15    Management of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage,
conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of
the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests)
solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt
by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests of
and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s))
and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the
subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in
its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO
Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to
this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any
Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of
the Code if it determines that the net-after tax benefit to Certificateholders and, if applicable, any related Companion
Holder(s), as a collective whole, could reasonably be expected to be greater than another method of operating or net leasing
the Mortgaged Property. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis
(and in no event later than two (2) Business Days following receipt of such properly identified and available funds) in the
applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall
withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)       all
insurance premiums due and payable in respect of such REO Property;


 


(ii)       all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)       any
ground rents in respect of such REO Property, if applicable; and


 


(iv)       all
costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice
from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own
funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee,
the Special Servicer, the Depositor, the Certificate Administrator and (prior to the occurrence of a Consultation Termination
Event and subject to


 






    -240- 


     


    

 


the DCH Limitations) the Directing Certificateholder) such advances would, if made, constitute Nonrecoverable
Servicing Advances.


 


(b)       Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)       permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)       authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)       Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)       The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)       the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)       the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)       any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
Special Servicer upon receipt;


 


(iv)       none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve


 






    -241- 


     


    

 


the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


 


(v)       the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)       When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and
within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with
the Servicing Standard; provided, that if the Special Servicer is then in the process of obtaining an Appraisal with
respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from
time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant
factors, in each instance in accordance with a review of such circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly
notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value
determination.


 


(ii)       If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement or, with respect to the Grand Canal Shoppes Mortgage
Loan, to the extent required under the Grand Canal Shoppes Reciprocal Easement Agreement, then the Special Servicer (with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in
writing the other, any related Companion Holder and any related mezzanine lender and, with respect to the Grand Canal Shoppes
Mortgage Loan, the Grand Canal Shoppes Purchase Option Holder, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender and, with
respect to the Grand Canal Shoppes Mortgage Loan, the Grand Canal Shoppes Purchase


 






    -242- 


     


    

 


Option Holder, as applicable,
will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement or the Grand Canal Shoppes
Reciprocal Easement Agreement, as applicable.


 


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement or, with respect
to the Grand Canal Shoppes Mortgage Loan, the Grand Canal Shoppes Purchase Option Holder, has not previously exercised the option
to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit
offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such
manner as will be reasonably likely to realize a fair price, if and when the Special Servicer determines, consistent with the
Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of
delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the related
Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related
Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion
Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and subject to the DCH Limitations) such Non-Serviced Mortgage
Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders
and, subject to the terms of the related Intercreditor Agreement, the Special Servicer shall be entitled to the liquidation fee
that the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced
Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor and (subject to the DCH Limitations) the Directing Certificateholder not less than ten (10) days’ prior written
notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special
Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the highest cash offer received from any Person
that constitutes a fair price for the Defaulted Loan.


 


(iv)       (A)
In the case of a Specially Serviced Loan which is a continuing Defaulted Loan, in the absence of any offer at least equal to the
Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special Servicer
may solicit offers and, subject to subclause (B) below, accept the highest offer received from any Person that is determined
by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than an Interested
Person. In determining whether any highest offer from a Person other than an Interested Person constitutes a fair price for any
Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or
narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine


 






    -243- 


     


    

 


(9) months), among other factors,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. If the highest offeror is an Interested Person, the Trustee shall determine whether the offer constitutes a fair price
unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest
offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair
price unless (x) it is the highest offer received and (y) at least one other offer is (or, if required by a related Intercreditor
Agreement, two other offers are) received from an independent third party. In determining whether any offer received from an Interested
Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of
such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month
period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of
any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
Special Servicer will not be obligated to accept the first or highest offer if the Special Servicer determines (subject to the
DCH Limitations, in consultation with the Directing Certificateholder (unless a Consultation Termination Event shall have occurred
and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related
Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement),
that the rejection of such offer would be in the best interests of the Holders of Certificates


 






    -244- 


     


    

 


and, in the case of a sale of a
Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole,
as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender and, with respect to
a Whole Loan with a Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan).
In addition, the Special Servicer may accept a lower offer from any Person other than the Special Servicer or an Affiliate if
it determines, in its reasonable and good faith judgment (but in all cases in accordance with the Servicing Standard), that the
acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such
Certificateholders and, if applicable, the related Companion Holder constituted a single lender and, with respect to a Whole Loan
with a Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan) (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that
is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to
the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


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


 


(b)       (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and, subject to the DCH Limitations, and prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
not less than ten (10) days’ prior written notice of its intention to (i) purchase any REO Property at the Purchase Price
(which Purchase Price will be stated in the related notice) therefor or (ii) sell any REO Property, in which case the Special
Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase
Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate
of the Master Servicer, the Special Servicer or an Affiliate of the Special


 






    -245- 


     


    

 


Servicer, or an employee of either of them may act
as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission
that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered
into at arm’s length.


 


(B)       In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
bidder is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, that absent an offer at least equal to the Purchase Price, no offer
from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other
offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)       The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines (in consultation with the Directing Certificateholder (unless a Consultation Termination Event exists
and subject to the DCH Limitations)), in accordance with the Servicing Standard, that rejection of such offer would be in the
best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either
case, as a collective whole (taking into account the pari passu or subordinate nature of any Serviced Companion Loans).
In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance
of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, and in either case, as a collective whole (taking into account the pari passu or subordinate nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party


 






    -246- 


     


    

 


shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local
economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or
warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents
may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated
in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee shall have any liability to the Trust
or any Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.


 


(c)       Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if such Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage
Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell each related
Serviced Pari Passu Companion Loan (and, if required by the related Intercreditor Agreement, each related Serviced Subordinate
Companion Loan) together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to the Special
Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes a
fair price for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested
Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not
be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a
defaulted Whole Loan without


 






    -247- 


     


    

 


the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided
that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate
of the Mortgagor) unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a)
at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least
ten (10) days prior to the permitted sale date, a copy of each bid package (together with any material amendments to such bid
packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the
proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing
file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are material to the sale price
of the Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time
than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other
documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special
Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative)
will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and
Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced
Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph
with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the
offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment
from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand
for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer
shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related Serviced Subordinate Companion Loan for each applicable Serviced Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the Serviced Subordinate Companion
Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such Serviced Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or


 






    -248- 


     


    

 


otherwise ceases to be subject to this Agreement, the related
Serviced Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)       Notwithstanding
anything in this Section 3.16 to the contrary, the Grand Canal Shoppes Purchase Option Holder will have the right to purchase
the Grand Canal Shoppes Mortgage Loan and cure defaults relating thereto, as and to the extent set forth in the Grand Canal Shoppes
Reciprocal Easement Agreement.


 


(f)       Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)       In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


(h)       Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund and any related
Companion Loan holders any personal property pursuant to this Section 3.16 unless either:


 


(i)       such
personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund and the related Companion Loan holders; or


 


(ii)       the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust) to the
effect that the holding of such personal property by the Lower-Tier REMIC will not cause an Adverse REMIC Event at any time that
any Certificate is outstanding.


 


Section
3.17     Additional Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all
Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari
Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each
P&I Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any
Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in
the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.


 


(b)       The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 






    -249- 


     


    

 


(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to defer such reimbursement for such portion
of the Nonrecoverable Advance during the Collection Period, for successive one-month periods for a total period not to exceed
twelve (12) months (provided that, subject to the DCH Limitations, any such deferral exceeding six (6) months shall require,
prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and
any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer
or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the
same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable
first from principal collections as described above prior to payment from other collections). In connection with a potential
election by the Master Servicer, the Special Servicer or the Trustee to defer the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the Collection Period for any Distribution Date, the Master Servicer, the Special Servicer or
the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end of
such Collection Period before making its determination of whether to defer the reimbursement of a particular Nonrecoverable Advance
or portion thereof; provided, that if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable,
elects, in its sole discretion, not to defer such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a Collection Period will exceed the full amount of the principal portion of general collections on or in respect
of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer, the Special Servicer
or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’
notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
unless extraordinary circumstances make such notice impractical, which shall mean that (i) the Master Servicer, the Special Servicer
or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice could
jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information becomes
known to the Master Servicer, the Special Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) the Master Servicer, the Special Servicer or the Trustee, as the case may be, has not timely received
from the other such party information required by it to determine whether to defer reimbursement for a Nonrecoverable Advance.
If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master
Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as


 






    -250- 


     


    

 


required by the preceding or second
preceding sentence shall in no way affect the Master Servicer’s, the Special Servicer’s or the Trustee’s decision
to defer such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any
principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the
Trustee, as applicable, shall have no liability for any loss, liability or expenses resulting from any notice provided to the
Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, that
the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead
of deferring such reimbursement, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled
to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the
Collection Account for such Distribution Date (deemed first from principal and then interest). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special
Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set
forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master
Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed
to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Special Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this section or for any losses, damages or other adverse
economic or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing
Standard or any duty under this Agreement. Neither the Master Servicer, the Special Servicer nor the Trustee shall have any liability
whatsoever for making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 






    -251- 


     


    

 


No
determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, to exercise its sole option to defer
the reimbursement of Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer,
the Special Servicer or the Trustee, as applicable, to subordinate (in respect of realizing losses), to any Class of Certificates,
such party’s right to such reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be
used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole
Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)       Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of any such modification or amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18     Modifications, Waivers, Amendments and Consents. (a) Modifications, waivers, amendments and consents with
respect to the Mortgage Loans shall be processed and consented to by the parties specified in, and subject to the procedures
specified in, Section 3.33.


 


Notwithstanding
anything to the contrary herein, with respect to any relevant modification, waiver or amendment, the Special Servicer shall use
its reasonable efforts to the extent reasonably possible to cause each modified Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date. The Special Servicer shall not agree to any modification, waiver or amendment that (1) extends
the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) if the related
Mortgage Loan is secured solely or primarily by a leasehold estate and not the related fee interest, the date occurring twenty
(20) years (or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground
Lease and with the consent of the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination
Event and subject to the DCH Limitations), ten (10) years) prior to the expiration of such leasehold estate plus any options to
extend exercisable unilaterally by the Mortgagor; or (2) provides for the


 






    -252- 


     


    

 


deferral of interest unless interest accrues on the
Mortgage Loan or the related Serviced Whole Loan at the related Mortgage Rate.


 


If
a modification, waiver or amendment of any term of a Mortgage Loan or related Companion Loan would extend the Maturity Date of
such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of
such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee,
the Certificate Administrator, the Special Servicer, the Operating Advisor, each related Other Master Servicer, each related Other
Trustee and (prior to the occurrence and during the continuance of a Consultation Termination Event and subject to the DCH Limitations)
the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under
the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust
in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage
Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing
Standard, (A) prior to the occurrence and during the continuance of a Control Termination Event (subject to the DCH Limitations)
obtain the consent of the Directing Certificateholder and (B) after the occurrence and during the continuance of a Control Termination
Event, but prior to a Consultation Termination Event (subject to the DCH Limitations) consult with the Directing Certificateholder
pursuant to Section 6.08 hereof.


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or
more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is
not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation
from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the
applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (ii) such substitution would not
be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of
Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer,
as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the
terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the


 






    -253- 


     


    

 


related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve
the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions,
exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special
Servicer, as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure
2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the
related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.


 


(b)       If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of a Serviced Mortgage Loan and/or related Serviced
Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced
Loan (with respect to which a payment default or other material default has occurred or a payment default or other material default
is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special
Servicer)) is reasonably likely to produce a greater (or equivalent) recovery on a net present value basis (the relevant discounting
to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related
Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to a modification,
waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of Section 3.18(a), this Section
3.18(b) and Section 3.18(c), (y) prior to the occurrence and continuance of a Control Termination Event and subject
to the DCH Limitations, the approval of the Directing Certificateholder (or after the occurrence and during the continuance of
a Control Termination Event, but prior to a Consultation Termination Event (and subject to the DCH Limitations), upon consultation
with the Directing Certificateholder); provided that with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related Serviced AB Control Appraisal Period, the approval of the holder of the related Serviced Subordinate
Companion Loan will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder
shall have no consent or consultation rights regarding the matter; and (z) the rights of any related Serviced Companion Noteholder
or any related mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement,
as applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the Special
Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury


 






    -254- 


     


    

 


Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether an Operating Advisor
Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or
any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be
a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, Section 3.18(a) and Section 6.08), the
Master Servicer (as provided in Section 3.01(a), Section 3.08(a), Section 3.08(b) and Section 3.18
and subject to the Special Servicer’s processing and consent procedures specified in Section 3.33) or the Special
Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or
Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver,
modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of
Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making this determination, the Master
Servicer or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained)
an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense
cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section
3.05(a); provided that the Master Servicer or Special Servicer, as the case may be, shall use its reasonable efforts
to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents).
Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium
or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on
a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced
Companion Loan that is not a Specially Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the


 






    -255- 


     


    

 


Master Servicer or the Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)       With
respect to any modification, waiver or amendment that it is responsible for processing pursuant to Section 3.33, the Special
Servicer or the Master Servicer, as applicable, shall notify the Special Servicer (if such action is processed by the Master Servicer),
the Master Servicer (if such action is processed by the Special Servicer), the Trustee, the Certificate Administrator, the Operating
Advisor (after the occurrence and during the continuance of an Operating Advisor Consultation Event), the Directing Certificateholder
(prior to the occurrence and continuance of a Consultation Termination Event and subject to the DCH Limitations), the applicable
Companion Holder (unless, with respect to a holder of a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period
has occurred, if applicable) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each
case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended
and the date thereof. The party that is responsible for processing such action shall deliver to the Custodian with a copy to the
Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business
Days) following the execution thereof and, if required by the related Intercreditor Agreement, with a copy to the applicable Companion
Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the
aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy
thereof to each Holder of a Certificate (other than the Class R Certificates). With respect to the processing of any modification,
waiver or consent related to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer
processes such modification, waiver or consent pursuant to Section 3.33) or the Master Servicer (if the Master Servicer
processes such modification, waiver or consent pursuant to Section 3.33) shall, on or before the later of (i) 3:00 p.m.
on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or Special Servicer,
as applicable, obtaining actual knowledge of the incurrence of such Additional Debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com and an
Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the preceding
sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information
or can reasonably obtain such information, (1) the amount of Additional Debt that was incurred in the related Collection Period,
(2) the total debt service coverage ratio calculated on the basis


 






    -256- 


     


    

 


of such Mortgage Loan and Additional Debt, and (3) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to
the Master Servicer, Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the
Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator
to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust
is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder.
From time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time
and format for the information set forth in this paragraph.


 


(h)       Subject
to the processing and consent procedures specified in Section 3.33 with respect to Major Decisions and Special Servicer
Decisions, the Master Servicer shall process all defeasances of Serviced Mortgage Loans and Serviced Companion Loans in accordance
with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto; provided,
that any such defeasance fee shall not include any Modification Fees or waiver fees in connection with a defeasance that the Special
Servicer is entitled to under this Agreement. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard
to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government securities
within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage
Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof)
when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent
with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single
purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the
related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts
to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any
successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its


 






    -257- 


     


    

 


then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25); provided, further, that no such confirmation from
any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially
in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with
such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents
less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten
largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to
pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the
extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)       Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.33) reasonably determines that allowing their use would not cause a default
or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of
the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion Loan documents or otherwise
as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute
an Adverse REMIC Event with respect to any Trust REMIC; provided, further, that the requirements set forth in Section
3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; provided, further, that such securities
are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding
the foregoing, with respect to the Serviced Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings
LLC (“MSMCH”) and subject to defeasance, MSMCH has retained the right of the lender under the Mortgage Loan
documents to (i) receive a percentage of the economic benefit associated with the ownership of the successor borrower, (ii) designate
and establish the successor borrower and (iii) purchase (or


 






    -258- 


     


    

 


cause the purchase on behalf of the related borrower of) the related
defeasance collateral (“MSMCH Seller Defeasance Rights and Obligations”). If the Master Servicer receives notice
of a defeasance request with respect to a Serviced Mortgage Loan originated or acquired by MSMCH and subject to defeasance, the
Master Servicer shall not take any action with respect to such MSMCH Seller Defeasance Rights and Obligations and shall provide,
within five (5) Business Days of receipt of such notice, written notice of such defeasance request to MSMCH or its assignee. Until
such time as MSMCH provides written notice to the contrary, notice of a defeasance of a Serviced Mortgage Loan with MSMCH Seller
Defeasance Rights and Obligations shall be delivered to MSMCH pursuant to the notice provisions of this Agreement. In addition,
to the extent that the Master Servicer receives any amount in respect of MSMCH Seller Defeasance Rights and Obligations that is
required to be remitted to MSMCH pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to
MSMCH pursuant to the terms of the defeasance documents.


 


Notwithstanding
the foregoing, with respect to the Serviced Mortgage Loans originated or acquired by Argentic Real Estate Finance LLC (“AREF”)
and subject to defeasance, AREF has retained the right of the lender under the Mortgage Loan documents to (i) receive a percentage
of the economic benefit associated with the ownership of the successor borrower, (ii) establish, designate or approve the successor
borrower and (iii) purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral (“AREF
Seller Defeasance Rights and Obligations”). If the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan originated or acquired by AREF and subject to defeasance, the Master Servicer shall provide, within five (5)
Business Days of receipt of such notice, written notice of such defeasance request to AREF or its assignee. Until such time as
AREF provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with AREF Seller Defeasance Rights and
Obligations shall be delivered to AREF pursuant to the notice provisions of this Agreement. In addition, to the extent that the
Master Servicer receives any amount in respect of a AREF Seller Defeasance Rights and Obligations that is required to be remitted
to AREF pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to AREF pursuant to the terms
of the defeasance documents.


 


Notwithstanding
the foregoing, Starwood Mortgage Capital LLC (“Starwood”) has transferred to a third party or has retained
the right of the lender under the Mortgage Loan documents with respect to all Serviced Mortgage Loans contributed by Starwood
(the “Starwood Loans”) that are subject to defeasance, to receive a percentage of the economic benefit associated
with the ownership of the successor borrower, and the right to designate and establish the successor borrower and to purchase
(or cause the purchase on behalf of the related borrower) of the related defeasance collateral, in each case if there is a defeasance
of any such Starwood Loan (such a right, a “Starwood Lender Successor Borrower Right”). If the Master Servicer
receives notice of a defeasance request with respect to a Starwood Loan subject to defeasance, the Master Servicer shall provide,
within five (5) Business Days of receipt of such notice, written notice of such defeasance request to Starwood or its assignee.
Until such time as Starwood provides written notice to the contrary, notice of a defeasance of a Starwood Loan with a Starwood
Lender Successor Borrower Right shall be delivered to Starwood pursuant to the notice provisions of this Agreement. In addition,
to the extent that the Master Servicer receives any amount in respect of a Starwood Lender Successor Borrower Right that is required
to be remitted


 






    -259- 


     


    

 


to Starwood pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to Starwood
pursuant to the terms of the defeasance documents.


 


Notwithstanding
the foregoing, Cantor Commercial Real Estate Lending, L.P. (“CCRE”) has retained the right of the lender under
the Mortgage Loan documents with respect to all Serviced Mortgage Loans contributed by CCRE (the “CCRE Loans”)
that are subject to defeasance, to receive a percentage of the economic benefit associated with the ownership of the successor
borrower, and the right to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of
the related borrower) of the related defeasance collateral, in each case if there is a defeasance of any such CCRE Loan (such
right, a “CCRE Lender Successor Borrower Right”). If the Master Servicer receives notice of a defeasance request
with respect to a CCRE Loan subject to defeasance, the Master Servicer shall provide, within five (5) Business Days of receipt
of such notice, written notice of such defeasance request to CCRE or its assignee. Until such time as CCRE provides written notice
to the contrary, notice of a defeasance of a CCRE Loan with a CCRE Lender Successor Borrower Right shall be delivered to CCRE
pursuant to the notice provisions of this Agreement. In addition, to the extent that the Master Servicer receives any amount in
respect of a CCRE Lender Successor Borrower Right that is required to be remitted to CCRE pursuant to the related defeasance documents,
the Master Servicer shall remit such amounts to CCRE pursuant to the terms of the defeasance documents.


 


(j)       If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or
366 days in the case of a leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that


 






    -260- 


     


    

 


such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)       Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment constituting a Major
Decision or Special Servicer Decision, in connection with any release of collateral securing any Mortgage Loan in connection with
a defeasance of such collateral, the Special Servicer shall not approve any such modification, waiver or amendment or consent
thereto without first having received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer
that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event to the extent the Special Servicer
determines in its reasonable good faith judgment consistent with the Servicing Standard that such Opinion of Counsel is reasonably
necessary.


 


Section
3.19     Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)
Upon determining that a Servicing Transfer Event has occurred with respect to any Serviced Mortgage Loan or Serviced
Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer
or the Special Servicer, as applicable, the Operating Advisor and (prior to the occurrence of a Consultation Termination
Event and subject to the DCH Limitations) the Directing Certificateholder thereof, and the Master Servicer shall deliver the
related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File,
exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to
provide the Special Servicer with all information, documents and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan,
either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or
expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x)
of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of
such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as
Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the
Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan.
The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and (prior to the
occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder, a copy of
the notice of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by


 






    -261- 


     


    

 


the
Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of a Consultation
Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the
notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of
the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and,
if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the
Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion
Noteholder (unless, with respect to a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has occurred)
and (prior to the occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder
and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)       In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Serviced Mortgage Loan and, if applicable, the related Companion
Loan (the “Initial Delivery Date”), the Special Servicer shall deliver a report in electronic format (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and subject to the DCH
Limitations). Subsequent to the issuance of a Final Asset Status Report, to the extent that during the course of the resolution
of such Specially Serviced Loan material changes in the strategy reflected in the initial Final Asset Status Report (or subsequent
Final Asset Status Reports) are determined by the Special Servicer to be necessary to reflect the then current circumstances and
recommendation as to how the Specially


 






    -262- 


     


    

 


Serviced Loan might be returned to performing status or otherwise liquidated in accordance
with the Servicing Standard, the Special Servicer shall amend, update or create a new Asset Status Report with respect to such
Specially Serviced Loan (each such report a “Subsequent Asset Status Report”). The Special Servicer shall deliver
each Final Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder (prior to
the occurrence of a Consultation Termination Event and subject to the DCH Limitations), (iii) the Operating Advisor and (iv) the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)) and, with respect to any related Serviced Companion Loan, to the related Companion Holder or, to
the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such Other
Securitization into which the related Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary
of each Final Asset Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of
the Final Asset Status Report to the Certificate Administrator’s Website. In no event shall the Master Servicer post any
Asset Status Report or Final Asset Status Report to its website. None of the parties to this Agreement shall provide any Asset
Status Report or any Final Asset Status Report to the Certificate Administrator. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable based on the information that was delivered to the Special Servicer
in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)       a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)       (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 






    -263- 


     


    

 


(vi)       a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


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


 


(ix)       
the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer
together with an explanation of those adjustments; and


 


(x)       
such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder (subject to the DCH Limitations)
does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination, in accordance with the
Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10)
Business Days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective
whole, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, that
the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Serviced Mortgage Loan (prior to the occurrence and continuance of any Control
Termination Event and subject to the DCH Limitations), the Directing Certificateholder disapproves such Asset Status Report within
ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above, the Special
Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later
than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Directing
Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only
prior to the occurrence of a Consultation Termination Event and during a Serviced AB Control Appraisal Period with respect to
the related Serviced Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance
of an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)). With respect to any Serviced Mortgage Loan, prior
to the occurrence and continuance of any Control Termination Event and subject to the DCH Limitations, the Special Servicer shall
revise such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall
fail to disapprove such revised Asset Status Report in writing within ten


 






    -264- 


     


    

 


(10) Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is
not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole; provided
that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of
Asset Status Report, if consistent with the Servicing Standard; provided, that such Asset Status Report does not, and is
not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The procedures
described in this paragraph are collectively referred to herein as the “Directing Certificateholder Asset Status Report
Approval Process”. Prior to an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset
Status Report to the Operating Advisor at the conclusion of the Directing Certificateholder Asset Status Report Approval Process.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section
3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether an Operating
Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section
6.08 for consulting with the Operating Advisor.


 


Notwithstanding
anything to the contrary contained herein, no direction or disapproval of the Directing Certificateholder hereunder or under a
related Intercreditor Agreement or failure of the Directing Certificateholder to consent to or approve (including any deemed consents
or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially
Serviced Loan, applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in
accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the
Grantor Trust, or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members,
employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


If
an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor. The Operating Advisor shall provide
comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later
of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating
Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be
in the best interest of the Certificateholders (including any Certificateholders that are holders of


 






    -265- 


     


    

 


the Control Eligible Certificates),
as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback provided
by the Operating Advisor (and, subject to the DCH Limitations, if a Control Termination Event exists, but so long as no Consultation
Termination Event has occurred, by the Directing Certificateholder) in connection with the Special Servicer’s preparation
of any Asset Status Report. The Special Servicer may revise the Asset Status Report as it deems necessary to take into account
any input and/or comments received in response from the Operating Advisor or the Directing Certificateholder, to the extent the
Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations
are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with
respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as
a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)). Promptly upon determining
whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or
the Directing Certificateholder, the Special Servicer shall revise the Asset Status Report, if applicable, and deliver to the
Operating Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued).
The procedures described in this paragraph are collectively referred to as the “ASR Consultation Process”.
If an Operating Advisor Consultation Event (based solely on clause (i) of the definition thereof) exists and a Control Termination
Event does not exist, then the Directing Certificateholder Asset Status Report Approval Process and the ASR Consultation Process
shall both be in effect.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time that the Directing Certificateholder
is restricted by the DCH Limitations), the Directing Certificateholder shall have no right to consent to any Asset Status Report
under this Section 3.19. After the occurrence and during the continuance of a Control Termination Event but prior to the
occurrence of a Consultation Termination Event, the Directing Certificateholder (subject to the DCH Limitations) shall be entitled
to, and after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall,
consult with the Special Servicer (electronically or telephonically) and may propose alternative courses of action and provide
such other feedback as the Directing Certificateholder or the Operating Advisor, as applicable, determines in respect of any Asset
Status Report. After the occurrence of a Consultation Termination Event (and at any time if the Directing Certificateholder is
restricted by the DCH Limitations), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall
have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports
and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report
as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance
with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder
during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating
Advisor or the Directing Certificateholder or to revise the Asset Status Report based on any input or comments from the Operating
Advisor or the Directing Certificateholder or to take or refrain from taking any action, comment or recommendation by the Operating
Advisor or the Directing Certificateholder.


 






    -266- 


     


    

 


Notwithstanding
the foregoing, prior to the occurrence and continuance of a Serviced AB Control Appraisal Period with respect to a Serviced Subordinate
Companion Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, within 60 days of it
becoming a Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor Agreement.


 


In
the case of an Asset Status Report relating to a Servicing Shift Whole Loan, (i) the holder of the related Servicing Shift Control
Note shall have all of the rights that the Directing Certificateholder has prior to a Control Termination Event with respect to
other Serviced Mortgage Loans, and (ii) the Special Servicer shall be required to obtain the consent of the holder of the related
Servicing Shift Control Note to the same extent as it is required to obtain the consent of the Directing Certificateholder prior
to a Control Termination Event with respect to other Serviced Mortgage Loans.


 


(e)       (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate
with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each such event.


 


(ii)       After
the occurrence and during the continuance of an Operating Advisor Consultation Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the
60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor
at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)       Prior
to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations, no later than two (2) Business
Days following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan, the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Final Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of a Serviced AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to
the Directing Certificateholder). Prior to the occurrence and continuance of a Control Termination Event and subject to the DCH
Limitations, if, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of,
or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary
of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website
pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such


 






    -267- 


     


    

 


summary in writing, then
within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new
summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20)
Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of
the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final
summary of the Final Asset Status Report; provided, further, that if at any time the Special Servicer determines
that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but
in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for
which the related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related Serviced Subordinate Companion Loan
in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed
approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements. (a) The Master Servicer and, subject to the consent of the Directing
Certificateholder (prior to the occurrence and continuance of a Control Termination Event (subject to the DCH Limitations)),
the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of
its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is
consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) provides that if the Master Servicer or Special Servicer, as applicable, shall for any
reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event),
the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date
of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section
7.02 hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as
holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that
(except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the
immediately preceding


 






    -268- 


     


    

 


clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate
Administrator, the Master Servicer or Special Servicer, as applicable (other than the Master Servicer or Special Servicer
that enters into such Sub-Servicing Agreement), any successor master servicer or special servicer or any
Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate
such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section
3.20(g) hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement;
(v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust
except through the Master Servicer or Special Servicer, as the case may be, if and only to the extent provided pursuant to Section
6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan or make any other servicing decision unless and
to the extent the Master Servicer or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan or
make such servicing decision; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision or
Special Servicer Decision unless the Master Servicer and Special Servicer mutually agree that the Master Servicer shall
process any such Major Decision or Special Servicer Decision subject to the consent of the Special Servicer (which consent
may be obtained by the related Sub-Servicer directly from the Special Servicer or through the Master Servicer); (viii) with
respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function
Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is
not a Prohibited Party; (ix) shall be terminable if at any time the related Sub-Servicer is a Risk Retention Affiliate of the
Successor Third-Party Purchaser and such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB; and
(x) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to
deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, the
Certificate Administrator or the Depositor under ARTICLE XI or under the Sub-Servicing Agreement or to the master
servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material
respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or
delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under ARTICLE
XI or under the Exchange Act reporting items required under any other pooling and servicing agreement to which the
Depositor is a party.


 


Any
successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special
servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special
Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by
the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to
any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, that
the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) that the Sub-Servicer will


 






    -269- 


     


    

 


continue to make all Advances and calculations and prepare all reports required
under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Initial Sub-Servicing Fees
as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition
had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as applicable, shall deliver to the Trustee
copies of all Sub-Servicing Agreements (and, with respect to any Sub-Servicing Agreement entered into with a cashiering sub-servicer,
any amendments thereto and modifications thereof), entered into by it, in each case promptly upon its execution and delivery of
such documents. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to
be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
(if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations
of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own
funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the
same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue
interest in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer
as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master
Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer
or Special Servicer, as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the
Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer,
except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


Except
with respect to the Special Servicer, no party shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is a Risk Retention
Affiliate of the Successor Third-Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2) of
Regulation AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary,
may conclusively rely upon a representation of any Initial Sub-Servicer that such Sub-Servicer is not, to its actual knowledge,
a Risk Retention Affiliate of the Successor Third-Party Purchaser. If at any time a party to this transaction obtains actual knowledge
that such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB and is a Risk Retention Affiliate of
the Successor Third-Party Purchaser, such party shall terminate such Sub-Servicer in accordance with the related Sub-Servicing
Agreement.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 






    -270- 


     


    

 


(c)       As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of ARTICLE XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. Each of the Master Servicer and the Special
Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related Sub-Servicing Agreement.


 


(d)       In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and
records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to
effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in ARTICLE XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)       The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Except
as provided below, each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor
master servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement
with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the
Trustee and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions prior to the termination of the Master Servicer; (ii) any successor master servicer, including, without limitation,
the Trustee


 






    -271- 


     


    

 


(if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree
to the then-current Initial Sub-Servicing Agreement (including the termination provisions thereof) without further action upon
becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase the obligations
or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without the prior
written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)       Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without (prior to the occurrence and continuance of
a Control Termination Event and subject to the DCH Limitations) the consent of the Directing Certificateholder, except to the
extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Section
3.21    Interest Reserve Account.


 


(a)       On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of each
Actual/360 Mortgage Loan, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on
the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in
which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is
made in respect thereof (all amounts so deposited pursuant to clause (ii) and in any consecutive February and January pursuant
to clause (i), “Withheld Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22    Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special
Servicer. Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as
applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer shall, without
charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) (prior to the
occurrence of a Consultation Termination Event and subject to the DCH


 






    -272- 


     


    

 


Limitations) the Directing Certificateholder and (b)
the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage
Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is
responsible.


 


Section
3.23    Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing
Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the
Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling
Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the
selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby
deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing
Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and
it (or its Affiliate) is also the Special Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder,
any successor directing certificateholder shall also deliver to the parties to this Agreement a certification substantially in
the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority
of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof)
becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or
its representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall
be entitled to rely on the written


 






    -273- 


     


    

 


notification provided by the purported Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder
actually owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(d)       In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses (or Certificate Owners
of the Controlling Class, if applicable, at the expense of the requesting party). In addition to the foregoing, within five (5)
Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling
Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and
the Special Servicer. Notwithstanding the foregoing, Argentic Securities Income USA LLC shall be the initial Directing Certificateholder
and shall remain so until a successor is appointed pursuant to the terms of this Agreement.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


 


(f)       If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Directing Certificateholder: (i) may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) may
act solely in the interests of the Holders of the Controlling Class; (iii) does not have any liability or duties to the Holders
of any Class of Certificates other than the Controlling Class; (iv) may take actions that favor interests of the Holders of one
or more Classes including the Controlling Class over the interests of the Holders of one or more other Classes of Certificates;
and (v) shall have no


 






    -274- 


     


    

 


liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth
in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)       All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information
required to be delivered under the related Intercreditor Agreement.


 


(i)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, and any Serviced AB Whole Loan Controlling Holder.


 


(j)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)       [Reserved].


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii)
any Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control Termination
Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate
Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR Certificates
(taking into account the application of any


 






    -275- 


     


    

 


Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E-RR
Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


(n)       Notwithstanding
the proviso to, or any other contrary provision of, the definitions of “Control Termination Event,” “Consultation
Termination Event” and “Operating Advisor Consultation Event,” a Control Termination Event, a Consultation Termination
Event and an Operating Advisor Consultation Event shall be deemed to have occurred with respect to an Excluded Loan, and neither
the Directing Certificateholder nor any Controlling Class Certificateholder shall have any consent or consultation rights with
respect to the servicing of such Excluded Loan.


 


Section
3.24     Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that
each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the
terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and
each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including,
without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related
Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related
Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this
Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole
Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related
Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that
such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the
Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its
respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this
Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the
Special Servicer further acknowledges and agrees that any Serviced AB Whole Loan Controlling Holder will have the right to
replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and
in the related Intercreditor Agreement.


 


(b)       Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion


 






    -276- 


     


    

 


Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the
Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer
or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as
applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling
Class Certificateholder.


 


(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special
Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.


 






    -277- 


     


    

 


In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and
reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days
from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with
copies of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer
shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the
related Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions
recommended by the related Companion Holder.


 


(f)       In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of
the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days


 






    -278- 


     


    

 


after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)       To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section
3.25    Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency
Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting
and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for
such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to
the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a
manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may
also be through direct communication). The circumstances described in the preceding sentence are referred to in this
Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating
Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such
request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency
Confirmation shall be deemed not to apply for such matter at such time (as if such requirement did not exist) with respect to
such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master
Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to making such request) that
taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not
to apply for such matter at such time (as if such requirement did not exist) if (i) the applicable replacement master servicer
or special servicer is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial
Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable replacement master
servicer or special


 






    -279- 


     


    

 


servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in
the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing
concerns of the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities in any other CMBS transaction serviced by such replacement master servicer or special servicer prior
to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply for such matter at such
time (as if such requirement did not exist), the Master Servicer or Special Servicer, as applicable, shall provide electronic
written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information
Provider shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply for such matter at such time (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26    The Operating Advisor. (a) The Operating Advisor shall review (i) the actions of the Special Servicer with
respect to any Specially Serviced Loan and, if an Operating Advisor Consultation Event exists, any Major Decisions with
respect to any Non-Specially Serviced Loan (which review shall be performed in accordance with Section 3.08(a), Section
3.08(b), Section 3.18(b), Section 3.19(d), Section 3.26 and Section 6.08, as applicable),
(ii) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s
Website or otherwise provided to the Operating Advisor pursuant to this Agreement and (iii) each Asset Status Report (after
the occurrence and continuance of an


 






    -280- 


     


    

 


Operating Advisor Consultation Event) and each Final Asset Status Report delivered to
the Operating Advisor by the Special Servicer. If an Operating Advisor Consultation Event exists, the Operating Advisor shall
consult on a non-binding basis with the Special Servicer regarding (i) Asset Status Reports as contemplated by Section
3.19 and Section 6.08 and (ii) Major Decisions processed by the Special Servicer as contemplated by Section
6.08. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor
Standard.


 


(b)       [Reserved].


 


(c)       (i)
Based on the Operating Advisor’s review of (i) any assessment of compliance and any attestation report delivered to the
Operating Advisor or made available to the Operating Advisor on the Certificate Administrator’s Website, any attestation
report delivered to the Operating Advisor, any Final Asset Status Report and other information (other than any communications
between the related Directing Certificateholder or any related Companion Loan holder (or its representative), as applicable, and
the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating
Advisor shall ((i) if any Serviced Mortgage Loans were Specially Serviced Loans at any time during the prior calendar year or
(ii) if an Operating Advisor Consultation Event occurred during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) within one hundred twenty (120) days of the end of the prior calendar year,
an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V (which
form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such
form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information;
provided, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene
any provision of this Agreement), setting forth the Operating Advisor’s assessment, in its sole discretion exercised in
good faith, as to whether the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance
of its duties under this Agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating
Advisor Consultation Event, with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on
the basis described in the following paragraph and identifying (1) which, if any, standards the Operating Advisor believes, in
its sole discretion exercised in good faith, the Special Servicer has failed to comply with and (2) any material deviations from
the Servicing Standard or from the Special Servicer’s obligations hereunder with respect to any Specially Serviced Loan
or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan) and, after the occurrence
and continuance of an Operating Advisor Consultation Event, Non-Specially Serviced Loans (solely with respect to Major Decisions
with respect thereto); provided, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report
shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and
is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further, that
the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and
any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report,
the Operating Advisor shall not be


 






    -281- 


     


    

 


required to report on instances of non-compliance with, or deviations from, the Servicing Standard
or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial. Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, that the Special
Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to
such annual report’s delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor
shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


 


The
Operating Advisor Annual Report shall be prepared on the basis of the Special Servicer’s performance of its duties with
respect to the pool of Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation
Event, with respect to Major Decisions on Non-Specially Serviced Loans) under this Agreement, taking into account the Special
Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance
with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance, attestation
report, Major Decision Reporting Package, Asset Status Report, Final Asset Status Report and any other information delivered to
the Operating Advisor by the Special Servicer (other than any communications between the Directing Certificateholder and the Special
Servicer that would be Privileged Information) or made available to the Operating Advisor on the Certificate Administrator’s
Website, in each case, pursuant to this Agreement.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any reliance thereon. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor may, to the extent
the Operating Advisor deems relevant, set forth any such limitations or prohibitions in the related Operating Advisor Annual Report,
and the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)       [Reserved].


 


(e)       (i)
With respect to any Mortgage Loan or Serviced Whole Loan, after the subject calculation has been finalized (and, if an
Operating Advisor Consultation Event has occured and is continuing, prior to the utilization by the Special Servicer) of any
of the calculations related to (i) Appraisal Reduction Amounts or Collateral Deficiency Amounts or (ii) net present value
in accordance with Section 1.02(iv), in either case, calculated by the Special


 






    -282- 


     


    

 


Servicer,
the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary
in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical
accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but in any event
no later than two (2) Business Days after preparing such calculations, (provided that if an Operating Advisor Consultation
Event has occurred and is continuing, such delivery must occur prior to the utilization of the subject calculation by the Special
Servicer), and the Operating Advisor shall promptly,
but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of
the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), if the Operating Advisor does not agree with the mathematical calculations of the
Appraisal Reduction Amount or Collateral Deficiency Amount (as calculated by the Special Servicer), or net present value or the
application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating
Advisor and Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or
any disagreement within five (5) Business Days of delivery of such calculations. If the Operating Advisor and Special Servicer
are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating
Advisor shall promptly notify the Certificate Administrator of such disagreement, and the Certificate Administrator shall examine
the calculations and supporting materials provided by the Special Servicer and the Operating Advisor and shall determine which
calculation is to apply (and shall provide prompt written notice of such determination to the Operating Advisor and the Special
Servicer).


 


(f)       Notwithstanding
the foregoing, and prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review shall be limited to an after-the-action review of any calculations, assessment of compliance, attestation report, Major
Decision Reporting Package, Asset Status Report, Final Asset Status Report and other information delivered to the Operating Advisor
by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website
during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor), and,
therefore, it shall have no involvement with respect to the determination and execution of Major Decisions and other similar actions
that the Special Servicer may perform under this Agreement and will have no obligations at any time with respect to any Non-Serviced
Mortgage Loan. In addition, with respect to the Operating Advisor’s review of net present value calculations as required
in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account the reasonableness of
Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present
value calculation.


 


(g)       The
Operating Advisor and its Affiliates shall keep confidential any Privileged Information received from the Special Servicer or
the Directing Certificateholder in connection with the Directing Certificateholder’s exercise of any rights under this Agreement


 






    -283- 


     


    

 


(including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the transaction, and
shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder),
other than (1) to the extent expressly required by this Agreement, to the other parties hereto with a notice indicating that such
information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support specific
findings or conclusions regarding deviations from the Servicing Standard (i) in the Operating Advisor Annual Report or (ii) in
connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives
from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any other Person without the prior written consent of the Special Servicer and, unless a Consultation Termination
Event has occurred and is continuing, the Directing Certificateholder (with respect to any Serviced Mortgage Loan (subject to
the DCH Limitations)) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor
that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor. Subject to the terms
and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information
received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and
obligations hereunder. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar capacity
with respect to other securitizations that involve the same parties or borrowers involved in this securitization, the knowledge
of the Operating Advisor gained from performing operating advisor functions for such other securitizations shall not be imputed
to the Operating Advisor in this securitization.


 


Notwithstanding
anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, LNR Partners,
LLC shall provide the Operating Advisor reasonable access, at LNR Partners, LLC’s offices during normal business hours,
to LNR Partners, LLC’s policies and procedures. The Operating Advisor will be permitted to review such policies and procedures
but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating
Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the Operating Advisor
may disclose such information if (i) such information becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, as evidenced
by an opinion of counsel delivered to the Operating Advisor and the Special Servicer, and (B) the Operating Advisor may disclose
a particular portion of the policies and procedures solely when necessary to support specific conclusions concerning allegations
of material deviations from the Servicing Standard (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation
by the Operating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding
the foregoing, the Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors of
the Operating Advisor to the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement
and provided such Operating Advisor’s Affiliates and subcontractors agree in writing prior to their receipt of such information


 






    -284- 


     


    

 


to be bound by the same confidentiality provisions applicable to the Operating Advisor. The Operating Advisor’s assessment
may not take into account the fact that LNR Partners, LLC limited the Operating Advisor’s access to the LNR Partners, LLC
written policies and procedures pursuant to the provisions of this Agreement. Nothing set forth herein shall limit or affect the
scope of the Operating Advisor’s review in connection with its preparation of the Operating Advisor Annual Report, provided
that the Operating Advisor’s access to or reliance upon LNR Partners, LLC’s written policies and procedures shall
be subject to the terms of this paragraph. During any period when the Special Servicer is not LNR Partners, LLC or an affiliate
of LNR Partners, LLC, the requirements and limitations contained in this paragraph shall be null and void, and the Operating Advisor
shall have adequate and timely access to the policies and procedures of any successor special servicer as the Operating Advisor
determines necessary to fulfill its duties under this Agreement.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan and each successor REO Loan. As to each Mortgage Loan and each REO Loan, the
Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the
Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated
on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO
Loan is computed. The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section
3.05(a)(ii) of this Agreement.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation
obligations with respect to a Major Decision under this Agreement, the party processing such Major Decision shall use commercially
reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the
related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents.
The Master Servicer or Special Servicer, as applicable, may waive or reduce the


 






    -285- 


     


    

 


amount of any Operating Advisor Consulting Fee
payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.


 


Notwithstanding
anything herein to the contrary, the Operating Advisor shall have no obligations or consultation rights in its capacity as operating
advisor with respect to any Non-Serviced Whole Loan or any related REO Property and shall not be entitled to the Operating Advisor
Fee or an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)       After
the occurrence and during the continuance of a Consultation Termination Event, upon (i) the written direction of Holders of Certificates
representing at least 15% of the Voting Rights allocable to Non-Reduced Classes requesting a vote to replace the Operating Advisor
with a replacement Operating Advisor selected by such Holders (provided that the proposed replacement Operating Advisor
is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable
fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt
by the Trustee of a Rating Agency Confirmation, the Certificate Administrator shall promptly provide written notice to all Certificateholders
of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b),
and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction
of Holders of Certificates representing more than 50% of the Voting Rights allocable to Non-Reduced Classes that exercise their
right to vote, provided that the Holders of Certificates representing at least 50% of the Voting Rights allocable to Non-Reduced
Classes have exercised their right to vote, the Trustee shall immediately replace the Operating Advisor with the replacement Operating
Advisor.


 


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may terminate, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Principal Balance Certificates), the Trustee shall promptly terminate,
the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of
the obligations of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise
modify the rights and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive
all amounts accrued and owing to it under this Agreement, and other than indemnification rights arising out of events occurring
prior to such termination. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the
Trustee shall, as soon as possible, give written notice of the termination and appointment to the Special Servicer, the Master
Servicer, the Certificate Administrator, the 17g-5 Information


 






    -286- 


     


    

 


Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder (subject to the DCH Limitations, and only if no Consultation Termination
Event has occurred and is continuing), any Companion Loan holder and the Certificateholders. Notwithstanding the foregoing, if
the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor,
the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint
a successor operating advisor so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor
operating advisor and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance
of its obligations hereunder.


 


(l)       The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)       [Reserved].


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it upon thirty (30) days prior written notice to
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Directing Certificateholder,
if applicable, if the Operating Advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and
such replacement operating advisor has accepted its appointment as the replacement operating advisor. No such resignation by the
Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s
responsibilities and obligations. If no successor operating advisor has been so appointed and accepted the appointment within
30 days after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for
the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall
pay all reasonable costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)       [Reserved].


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 






    -287- 


     


    

 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty or
liability except with respect to its specific obligations under this Agreement, and shall have no duty to any particular class
of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser”
within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)       [Reserved].


 


(s)       Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates.


 


(t)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26.


 


(u)       The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or subcontractor may (i) be an Impermissible Operating Advisor Affiliate or (ii)
have been paid any fees, compensation or other remuneration by an Underwriter, an Initial Purchaser, the Master Servicer, the
Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective
Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agent or subcontractor
to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under
this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor providing for
indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.


 


(v)       With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor and the Special Servicer are entitled to rely solely on their receipt from the Certificate Administrator
of notice thereof pursuant to this Agreement, and, with respect to any obligations of the Operating Advisor that are performed
only after the occurrence and continuation of an Operating Advisor Consultation Event, the Operating Advisor will have no obligation
to perform any such


 






    -288- 


     


    

 


duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation
Event.


 


Section
3.27    Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be
the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, that the duties and obligations of the Companion Paying Agent
shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except
for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against
the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent
may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to ARTICLE
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be
removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28    Companion Register. The Companion Paying Agent shall maintain a register (the “Companion
Register”) with respect to each Serviced Companion Loan on which it will record the names and address of, and wire
transfer instructions for, the Companion Holders from time to time, to the extent such information is provided in writing to
it by each Companion Holder. The initial Companion Holders with respect to Serviced Mortgage Loans, along with their
respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder transfers a Companion
Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected
payment in such Companion Loan and shall have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a


 






    -289- 


     


    

 


Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section
3.29    Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a)
In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the
applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with
the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as
the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       Prior
to the related Controlling Companion Loan Securitization Date, the Custodian shall hold the Mortgage File with respect to each
Servicing Shift Whole Loan. On the Controlling Companion Loan Securitization Date for any Servicing Shift Whole Loan (i) the Custodian
shall, upon receipt of a Request for Release, transfer the related Mortgage File (other than the promissory note evidencing the
related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian) for such Servicing Shift Whole
Loan to the related Non-Serviced Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not
the related Non-Serviced Master Servicer, transfer the Servicing File for such Servicing Shift Whole Loan to the related Non-Serviced
Master Servicer.


 


(e)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 






    -290- 


     


    

 


(f)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control
Termination Event, or the Special Servicer (consistent with the Servicing Standard), following the occurrence and during the continuance
of a Control Termination Event, shall be entitled to exercise any control or consultation rights held by the holder of such Mortgage
Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement)
under the related Intercreditor Agreement or as a “Serviced Companion Noteholder” (or similar term defined in the
related Non-Serviced PSA) under the related Non-Serviced PSA. Prior to the occurrence and continuance of a Control Termination
Event, each of the Master Servicer (with respect to Mortgage Loans that are not Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) shall (to the extent it is not evident that the Directing Certificateholder has been
copied directly on such notice) forward to the Directing Certificateholder any notices it receives addressed to the Trust as the
“Non-Controlling Note Holder” (or similar term).


 


(g)       With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(h)       With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(i)       For
the avoidance of doubt, with respect to any Serviced Whole Loan, upon reasonable request, the Master Servicer and the Special
Servicer shall provide to each Other Servicer that is servicing a related Serviced Companion Loan such information in its possession
as is necessary to enable each such Other Servicer to perform its servicing duties under the related Other Pooling and Servicing
Agreement.


 


(j)       If
an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense
with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed
from, or otherwise charged against the holder of any Serviced Pari Passu Companion Loan or Serviced Subordinate Companion Loan
and such holder shall not suffer any adverse consequences as a result of the payment of such expense.


 






    -291- 


     


    

 


(k)       (i)
Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, and (ii) promptly following the Certificate Administrator’s
receipt of notice of the related Controlling Companion Loan Securitization Date (which notice shall contain the related Non-Serviced
Master Servicer’s address), in the case of each Servicing Shift Whole Loan, the Certificate Administrator shall send written
notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other
applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trust is the holder
of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all
amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced
PSA. The Master Servicer shall forward, deliver or otherwise make available to the Special Servicer and/or Directing Certificateholder
any reports, statements, documents, communications or other information received from a Non-Serviced Master Servicer as contemplated
in the prior sentence to the same extent that the Master Servicer would be obligated to forward, deliver or otherwise make available
to the Special Servicer and/or the Directing Certificateholder any such item for a Serviced Mortgage Loan under the terms hereof.
The Master Servicer shall, within two (2) Business Days of receipt of properly identified and available funds, deposit into the
Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged
Property or any related REO Property.


 


Section
3.30    Certain Matters with Respect to Joint Mortgage Loans.


 


(a)       If
a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.30(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint
Mortgage Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to
the Depositor, the provisions of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(m),
of any amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant
to the terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.30 with respect
to the servicing and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such
Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise removed from the Trust and at least one other Mortgage
Note related to such Joint Mortgage Loan is included in the Trust until such time as all of the Mortgage Notes related to such
Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.30, Section 13.01(m) and
Section 13.08(a) only, “Mortgage Note” shall mean with respect to any Joint Mortgage Loan, each original promissory
note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan and shall
not be a collective reference to such promissory notes. For the avoidance of doubt, clauses (b) through (j) below
apply only to a Joint Mortgage Loan that is a Serviced Mortgage Loan.


 






    -292- 


     


    

 


(b)       Custody
of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and retain title
to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)       All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note
shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related
Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note
shall be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer
pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section
3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust for
the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro rata share of amounts payable
at the Administrative Cost Rate and any other amounts due to the Master Servicer or Special Servicer) to the applicable Repurchasing
Mortgage Loan Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions provided by the
applicable Repurchasing Mortgage Loan Seller and deposited and applied in accordance with this Agreement, subject to Section
3.30(b)(ii). If any Joint Mortgage Loan to which this Section 3.30 applies becomes an REO Loan, payments or any other
amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master
Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject
to Section 3.30(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject to this
Section 3.30 shall be allocated to each related Mortgage Note pro rata based upon the respective unpaid principal
balances thereof.


 


(ii)       If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from
the Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and
shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable
Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related
to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the
respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any
Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts
received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)       A
Joint Mortgage Loan to which this Section 3.30 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the


 






    -293- 


     


    

 


Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the
Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan
(and, if such Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and
administered under the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced
Pari Passu Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan),
and (C) the related Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be
permitted to terminate the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating
advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall
be exercised by the Master Servicer or the Special Servicer, as applicable, on behalf of the Trust to the extent of its interest
therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 


(iv)       The
related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable
Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes
comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the
Special Servicer and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such
Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased
Note. Except as otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with
respect to any Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required
to be delivered to a holder of a Serviced Pari Passu Companion Loan hereunder.


 


(c)       If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall
cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller
in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout
Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion
Loan.


 


(d)       If
(A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the


 






    -294- 


     


    

 


applicable
Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master
Servicer determines at any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage
Loan to which this Section 3.30 applies must be returned to the related Mortgagor or paid to any other person or entity
pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall
not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage
Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this Agreement)
any portion thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together with interest
thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity with respect
thereto.


 


(e)       Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any
consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions
and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided
hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable,
may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on,
permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or
any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.30,
without the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they
pertain to a Serviced Pari Passu Companion Loan.


 


(f)       In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section
3.30 applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the
same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


 


(g)       If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage
Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable


 






    -295- 


     


    

 


Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not
limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)       Each
Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the
related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)       The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller
as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation
statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document
related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related
Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms
of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer
and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the
Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the
applicable Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified
by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer
or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any
action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action
with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any
state.


 


(j)       Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver to the
Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.


 






    -296- 


     


    

 


Section
3.31      Litigation Control.


 


(a)       With
respect to any Serviced Mortgage Loan (other than any Excluded Loan), any Serviced Companion Loan or any related REO Loan or related
REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any
action brought by a Mortgagor, guarantor, other obligor on the related Mortgage Note or any Affiliates thereof (each a “Borrower-Related
Party”) against the Trust, the Master Servicer and/or the Special Servicer or any predecessor master servicer or special
servicer, and represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of
the Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged
Property or other collateral securing such Mortgage Loan (or related Whole Loan), or otherwise with respect to the enforcement
of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related Litigation”).
In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related
Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as reasonably practicable but in any event no later than within ten (10) Business Days of
the Master Servicer receiving service of such Trust-Related Litigation.


 


(b)       With
respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in the Trust-Related Litigation, and
neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by
Section 3.31(a) above, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on
a more frequent basis) status reports to the Special Servicer regarding such Trust-Related Litigation; (ii) use reasonable efforts
to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer
remains a party to such lawsuit, consult with, and take direction from, the Special Servicer with respect to material decisions
and material monetary settlements related to the interests of the Trust in such Trust-Related Litigation, including but not limited
to the selection of counsel. If and/or once the Trust and/or the Special Servicer are named, the Special Servicer shall assume
control of the Trust-Related Litigation as provided in Section 3.31(a) above, the Master Servicer shall no longer have
the reporting obligations set forth above and the Special Servicer’s selection of counsel shall be subject to the consent
of the Master Servicer which consent shall not be unreasonably withheld. Further, if there are claims against the Master Servicer,
the Trust, and the Special Servicer, each party at the request of the other shall enter into a joint defense agreement in accordance
with Section 3.31(h) below.


 


(c)       The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until (A) it has notified in writing the Directing
Certificateholder (prior to a Control Termination Event and subject to the DCH Limitations) (to the extent the identity of the
Directing Certificateholder is actually known to the Special Servicer; provided that the Special Servicer shall make due
inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder) and the related holder of any
Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the


 






    -297- 


     


    

 


extent the identity of the holder
of such Serviced Companion Loan is actually known to the Special Servicer) and (B) the Directing Certificateholder (prior to a
Control Termination Event and subject to the DCH Limitations) has not objected in writing within five (5) Business Days of having
been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably requested
with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written
objection has not been received by the Special Servicer within such 5 Business Day period, then the Directing Certificateholder
shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent
with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and any related
Serviced Companion Loan holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s
response.


 


(d)       Notwithstanding
Section 3.31(c) above, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation
provided by the Directing Certificateholder (or any other party to this Agreement) that would require or cause the Special Servicer
or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or
cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the
Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust
REMIC created under this Agreement to fail to qualify as a REMIC or any Grantor Trust created hereunder to fail to qualify as
a grantor trust for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s or the Master
Servicer’s, as applicable, responsibilities under this Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer provided under this Section 3.31 to represent the interests of the Trust in Trust-Related
Litigation, the Master Servicer shall retain the right at all times to make determinations in the Master Servicer’s sole
discretion, relating to material and direct claims against the Master Servicer where a settlement by the Special Servicer has
not otherwise been resolved pursuant to the terms of clause (g) below, including but not limited to the right to engage
separate counsel, to make settlement decisions and to appear in any proceeding on its own behalf. The cost related to or incurred
in connection with exercising such rights shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)       Further,
nothing in this Section 3.31 shall require the Master Servicer to take or fail to take any action which, in the Master
Servicer’s reasonable judgment, may (i) cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail
to qualify as a grantor trust for federal income tax purposes, result in the imposition of “prohibited transaction”
or “prohibited contribution” tax under the Code, or otherwise result in a violation of the REMIC Provisions, (ii)
cause the Master Servicer to violate the Servicing Standard, (iii) result in a violation of applicable law or the Mortgage Loan
documents or (iv) subject the Master Servicer to liability or materially expand the scope of the Master Servicer’s obligations
under this Agreement.


 






    -298- 


     


    

 


(g)       In
the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer
shall settle on behalf of the Master Servicer or Special Servicer, as applicable, any Trust-Related Litigation without such party’s
consent unless: (i) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive
relief on the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer
are each fully released, (ii) the cost of such settlement or any resulting judgment is and shall be paid by the Trust and payment
of such cost or judgment is provided for in this Agreement, (iii) each of the Master Servicer and the Special Servicer is and
shall be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling
the Trust-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction of the Special
Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the Master Servicer
or the Special Servicer, as applicable, provides the Special Servicer or the Master Servicer, as applicable, with assurance reasonably
satisfactory to the Special Servicer or the Master Servicer, as applicable, as to the items in clauses (i), (ii),
(iii) and (iv).


 


(h)       In
the event both the Master Servicer and the Special Servicer or the Trust are named in Trust-Related Litigation, to the extent
that the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i)
use reasonable efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master
Servicer and the Special Servicer the rights afforded to such party in this Section 3.31.


 


(i)       This
Section 3.31 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)       Notwithstanding
the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee,
the Custodian, the Operating Advisor or the Asset Representations Reviewer, as applicable, in its individual capacity, or in the
event that any judgment is rendered against the Certificate Administrator, the Trustee, the Custodian, the Operating Advisor or
the Asset Representations Reviewer, as applicable, in its individual capacity, the Certificate Administrator, the Trustee, the
Custodian, the Operating Advisor or the Asset Representations Reviewer, as applicable, upon prior written notice to the Master
Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order
to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in the
event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating
to one or more Mortgage Loans or mortgaged properties, neither the Master Servicer nor the Special Servicer shall, without the
prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate an action, suit,
litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in
such capacity or individually, (B) engage counsel to


 






    -299- 


     


    

 


represent the Certificate Administrator, the Trustee or the Custodian, as
applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take
any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the
Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the
Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or
the Custodian, as applicable, to grant such consent); and (iii) in the event that any court finds that the Certificate Administrator,
the Trustee, the Custodian, the Operating Advisor or the Asset Representations Reviewer, as applicable, is a necessary party in
respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Certificate
Administrator, the Trustee, the Custodian, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall have
the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests,
whether as the Certificate Administrator, the Trustee, the Custodian, the Operating Advisor or the Asset Representations Reviewer,
as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided, that
nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation,
with the consent or consultation of the Directing Certificateholder (prior to a Control Termination Event or Consultation Termination
Event, respectively, and in any event subject to the DCH Limitations), to the extent required in Section 3.31(c)) from
initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust. References to
Mortgage Loans (including references to Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section 3.31
shall mean Serviced Mortgage Loans.


 


(k)       
Notwithstanding the foregoing or anything to the contrary in this Section, this Section shall not apply to any Trust-Related Litigation
and shall have no force and effect with respect thereto, in the event that either (i) at the time such Trust-Related Litigation
is commenced or at any time during the continuance of such Trust-Related Litigation, LNR Partners, LLC is no longer the Special
Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement as Special
Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective or (ii)
the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their respective affiliates
is an adverse party (with respect to the Trust or the Special Servicer) in such Trust-Related Litigation or holds any interest
which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion thereof)
or the related Mortgaged Property to which Trust-Related Litigation relates, unless otherwise agreed to in writing by each of
the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a party or holds such
interest. In each case under clauses (i) and (ii) above, the applicable party listed above shall use reasonable efforts to provide
notice of such occurrence to the Master Servicer pursuant to this Agreement. For the avoidance of doubt, the rights and obligations
of the Master Servicer and the Special Servicer relating to any Trust-Related Litigation shall be limited solely to the representation
of the Trust and itself, separate and apart from the interests of any other party thereto. For the further avoidance of doubt,
in such circumstance described in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating
to litigation shall be as otherwise set forth with respect to servicing in this Agreement. In addition, nothing in this Section
3.31 shall


 






    -300- 


     


    

 


be construed to alter, modify, limit or expand the Operating Advisor’s duties, rights and obligations in
this Agreement, and the Operating Advisor shall not be required to review the actions of the Special Servicer with respect to
the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Operating Advisor’s
duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report and/or a Major Decision.


 


Section
3.32   Delivery of Excluded Information to the Certificate Administrator.


 


Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the
avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.32
shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.32 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.32 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available to such party on the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement, and each of the Master
Servicer and the Special Servicer may require and rely on such certifications and other reasonable information prior to releasing
such information.


 


Section
3.33   Processing and Consent. (a)(i) The Master Servicer shall process the following actions (or the
determination not to take action with respect thereto) with respect to Serviced Mortgage Loans that are not Specially
Serviced Loans (and any related Serviced Companion Loan): (A) Special Servicer Decisions (but only with respect to clauses
(i)(i) and (i)(ii) of the definition of such term) and (B) any servicing action that is not a Major Decision or Special
Servicer Decision.


 






    -301- 


     


    

 


(ii)
The Special Servicer shall process all servicing actions in respect of (A) Specially Serviced Loans and (B) the following actions
(or the determination not to take action with respect thereto) with respect to Serviced Mortgage Loans that are not Specially
Serviced Loans (and any related Serviced Companion Loan): (x) Special Servicer Decisions (other than with respect to clauses (i)(i)
and (i)(ii) of the definition of such term) and (y) Major Decisions. Upon receiving a request for any action described in the
preceding sentence, the Master Servicer shall forward such request to the Special Servicer and unless, subject to clause (a)(iii)
and subsection (b) below, the Master Servicer and the Special Servicer mutually agree that the Master Servicer will
process such request, and the Master Servicer shall have no further obligation with respect to such request except to cooperate
with the Special Servicer and to deliver to the Special Servicer any additional information requested by the Special Servicer
that is in the Master Servicer’s possession related to such request; however, regardless of whether the Master Servicer
or the Special Servicer is required to process any request, any Special Servicer Decision or Major Decision shall require the
consent or approval of the Special Servicer.


 


(iii)
Notwithstanding the foregoing, with respect to any action in respect of a Serviced Mortgage Loan (and any related Serviced Companion
Loan) that is not a Specially Serviced Loan that the Special Servicer is responsible for processing as described in clause
(ii) above, the Master Servicer and the Special Servicer may mutually agree that the Master Servicer shall process such action,
subject to the Special Servicer’s consent (pursuant to clause (b) below).


 


(b)(i) The
Master Servicer shall not agree to any modification, waiver, amendment, consent or other action that constitutes a Major Decision
or Special Servicer Decision (or make a determination not to take action with respect thereto) that it is processing unless the
Master Servicer has obtained the consent of the Special Servicer, which consent shall be deemed given (unless earlier objected
to by the Special Servicer) ten (10) Business Days after the Special Servicer’s receipt from the Master Servicer of the
Master Servicer’s written recommendation and analysis with respect to such action and all information reasonably requested
by the Special Servicer and in the possession of the Master Servicer in order to grant or withhold consent with respect to such
action; provided, that, in any event the consent of the Directing Certificateholder (to the extent provided under Section 6.08)
and any applicable Companion Loan holder (to the extent provided under the related Intercreditor Agreement) shall be required
in respect of a Major Decision. Upon receipt by the Special Servicer of the Master Servicer’s written recommendation and
analysis, the Special Servicer shall promptly provide such information to the Directing Certificateholder for its review.


 


(ii)       The
Special Servicer shall be responsible for promptly seeking any required consent of the Directing Certificateholder (and, if consultation
is required, will be responsible for promptly consulting with the Directing Certificateholder) as and to the extent required under
Section 6.08. In addition, with respect to any Major Decision in respect of a Servicing Shift Whole Loan or a Serviced
AB Whole Loan, the Special Servicer shall be responsible for seeking any required consent of the holder of the related Servicing
Shift Control Note or Serviced Subordinate Companion Loan, as applicable


 






    -302- 


     


    

 


(and, if consultation is required, will be responsible
for consulting with such party) as and to the extent required under the related Intercreditor Agreement. With respect to any party
in this clause (ii) whose consent is sought, a response by such party that it is reviewing the relevant action shall not preclude
it from providing its consent at a later time, but shall preclude a determination that it has been deemed to consent to the relevant
action.


 


(iii)       With
respect to any Mortgagor request or other action in respect of a Non-Specially Serviced Loan that is not a Special Servicer Decision
or a Major Decision, the Master Servicer shall process such request or action and shall not be required to obtain the consent
of, or consult with, any party, including the Special Servicer, the Directing Certificateholder and the Operating Advisor.


 


Section
3.34   Resignation Upon Prohibited Risk Retention Affiliation.


 


As
long as the applicable prohibition under the Risk Retention Rule or the Securities Act exists, upon the occurrence of (i) a Servicing
Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining
actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become a Risk
Retention Affiliate of any Successor Third-Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the Master
Servicer, the Certificate Administrator or the Trustee receiving written notice from any other party to this Agreement, a Successor
Third-Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator
or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, (iii) an officer or manager of the Operating Advisor
that is responsible for performing the duties of the Operating Advisor obtaining actual knowledge that it is or has become a Risk
Retention Affiliate of any Successor Third-Party Purchaser, any Sponsor or any party to this Agreement other than itself or the
Asset Representations Reviewer (an “Impermissible Operating Advisor Affiliate”) or (iv) an officer or manager
of the Asset Representations Reviewer that is responsible for performing the duties of the Asset Representations Reviewer obtaining
actual knowledge that it is or has become a Risk Retention Affiliate of any Successor Third-Party Purchaser or an affiliate of
any Sponsor, any party to this Agreement other than itself or the Operating Advisor or any affiliate of the foregoing (an “Impermissible
Asset Representations Reviewer Affiliate”; and any of an Impermissible TPP Affiliate, an Impermissible Operating Advisor
Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Affiliate”),
such Impermissible Affiliate shall promptly notify the Retaining Sponsor and the other parties to this Agreement and resign in
accordance with Section 3.26, Section 6.05, Section 7.03, Section 8.07 or Section 12.03, as
applicable. The resigning Impermissible Affiliate will be required to bear all reasonable out-of-pocket costs and expenses of
each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to the extent
required under this Agreement; provided, that if the affiliation causing an Impermissible Affiliate is the result of any
Successor Third-Party Purchaser acquiring an interest in such Impermissible Affiliate or an affiliate of such Impermissible Affiliate,
then such costs and expenses will be an expense of the Trust.


 






    -303- 


     


    

 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01   Distributions. 


 


(a)
On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall
be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC
Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account
in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)       first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class X-A Certificates, the Class X-B Certificates and the Class X-D Certificates, pro rata
(based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount
equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates
and the Class A-4 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date;
(2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the
portion thereof remaining after any distributions specified in subclause (1) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to
the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1) and (2) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders
of the Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclauses (1), (2) and (3) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of
the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2), (3) and (4) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders
of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclauses (1), (2), (3), (4) and (5) above have been made on


 






    -304- 


     


    

 


such
Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II)
on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata
(based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates has
been reduced to zero;


 


(iii)       third,
to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, first, up to an amount equal
to, and pro rata based upon, the unreimbursed Realized Losses previously allocated to each such Class, and second, up to
an amount equal to, and pro rata based upon, interest on such unreimbursed Realized Losses at the Pass-Through Rate for
each such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(iv)       fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)       fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates have been reduced
to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2,
Class A-SB, Class A-3 and Class A-4 Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class A-S Certificates has been reduced to zero;


 


(vi)       sixth,
to the Holders of the Class A-S Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)       eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)       ninth,
to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for


 






    -305- 


     


    

 


such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(x)       tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xi)       eleventh,
after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class
C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)       twelfth,
to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xiii)       thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xiv)       fourteenth,
after the Certificate Balances of the Class A, Class B and Class C Certificates have been reduced to zero, to the Holders of the
Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A, Class B and Class C Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)       fifteenth,
to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xvi)       sixteenth,
to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)       seventeenth,
after the Certificate Balances of the Class A, Class B, Class C, and Class D Certificates have been reduced to zero, to the Holders
of the Class E-RR Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C and Class D Certificates
on such Distribution


 






    -306- 


     


    

 


Date), until the outstanding Certificate Balance of the Class E-RR Certificates has been reduced to zero;


 


(xviii)       eighteenth,
to the Holders of the Class E-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)       nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)       twentieth,
after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E-RR Certificates have been reduced to zero,
to the Holders of the Class F-RR Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C, Class
D and Class E-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates
has been reduced to zero;


 


(xxi)       twenty-first,
to the Holders of the Class F-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class G-RR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates have been reduced
to zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class
C, Class D, Class E-RR and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class G-RR Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth,
to the Holders of the Class G-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 






    -307- 


     


    

 


(xxv)       twenty-fifth,
to the Holders of the Class H-RR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates have
been reduced to zero, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A,
Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class H-RR Certificates has been reduced to zero;


 


(xxvii)       twenty-seventh,
to the Holders of the Class H-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxviii)       twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


(b)       [RESERVED].


 


(c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
(with interest) of Realized Losses in an amount equal to the amount of principal or reimbursement (with interest) of Realized
Losses actually distributable to the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect
of its Related Certificates plus a pro rata portion (or, with respect to clause (iii) below, the entire portion) of the
Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LASB, Class LA3 and Class LA4 Uncertificated
Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the
Class X-B Certificates and (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates, in each case,
computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of
the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually
distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to
herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator
by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited
in the Upper-Tier REMIC Distribution Account.


 






    -308- 


     


    

 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)       After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in
this Section 4.01.


 


(e)       Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period shall be distributable
as follows: if any Yield Maintenance Charge or Prepayment Premium is collected during any Collection Period with respect to any
Mortgage Loan, then on the Distribution Date immediately succeeding the end of such Collection Period, the Certificate Administrator
shall pay to the Holders of each Class of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class
C and Class D Certificates, the product of (a) the amount of such Yield Maintenance Charge or Prepayment Premium (net of any Liquidation
Fees payable therefrom), (b) the related Base Interest Fraction for such Class and the applicable principal prepayment, and (c)
a fraction, the numerator of which is equal to the amount of principal distributed to such Class for that Distribution Date, and
the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than the Control
Eligible Certificates) for that Distribution Date. Any Yield Maintenance Charge or Prepayment Premium described in the preceding
sentence and remaining after the distributions in the preceding sentence (as to the applicable Distribution Date, the “Class
X YM Distribution Amount”) shall be distributed to the holders of the Class X Certificates as follows: (1) first, to
the Class X-A and Class X-B Certificates, in the case of each such Class in an amount equal to the product of (i) a fraction,
the numerator of which is equal to the amount of principal distributed on the applicable Distribution Date with respect to the
Underlying Class(es) of Principal Balance Certificates for such Class of Class X Certificates, and the denominator of which is
the total amount of principal distributed on the applicable Distribution Date with respect to the Principal Balance Certificates,
multiplied by (ii) the Class X YM Distribution Amount for the applicable Distribution Date, and (2) second, to the Class X-D Certificates,
in an amount equal to the Class X YM Distribution Amount minus the distributions to the Holders of the Class X-A and Class X-B
Certificates pursuant to clause (1) of this sentence.


 






    -309- 


     


    

 


Notwithstanding
any of the foregoing to the contrary, if at any time the Certificate Balances of the Principal Balance Certificates (other than
the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the Mortgage
Loans, and any Yield Maintenance Charge or Prepayment Premium is collected during any Collection Period with respect to any Mortgage
Loan, then on the Distribution Date immediately succeeding the end of such Collection Period, the Certificate Administrator shall
pay to the Holders of each remaining Class of Principal Balance Certificates then entitled to distributions of principal on such
Distribution Date the product of (a) any Yield Maintenance Charge or Prepayment Premium distributable on the subject Distribution
Date (net of any Liquidation Fees payable therefrom), and (b) a fraction, the numerator of which is equal to the amount of principal
distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed
to all Principal Balance Certificates for that Distribution Date.


 


For
purposes of the first this Section 4.01(e), the relevant “Base Interest Fraction” in connection with
any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution Date, and (ii)
the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage
Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest Fraction be
greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to both the Mortgage Rate on such Mortgage Loan
and the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction will equal zero; and
(c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through
Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan
provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction will
be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan and distributable on any Distribution Date shall be a rate
per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance
Charge pursuant to the terms of the relevant Mortgage Loan, such discount rate (as reported by the applicable Master Servicer),
converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable
Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan, the yield calculated by the
linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before
the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer
and one shorter, most nearly approximating the related stated Maturity Date (in the case of a Mortgage Loan that is not related
to an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan that is related to an ARD Loan), such
interpolated yield converted to a monthly equivalent yield.


 






    -310- 


     


    

 


If Federal Reserve Statistical Release H.15 (519) is no longer published,
the Certificate Administrator shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant
maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Holders of the Class V or Class R Certificates.


 


All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal
distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c)
above.


 


(f)       On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) up to an amount equal to the Gain-on-Sale Remittance Amount. The Certificate
Administrator shall deposit such amount in the Distribution Account for distribution to the Holders of the Regular Certificates
as part of the Available Funds (in order of distribution priority) (first deeming such amounts to be distributed with respect
to the Related Lower-Tier Regular Interests). Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions
shall be applied to offset future Realized Losses allocated to, and cover future shortfalls in distributions of interest and principal
with respect to, the Regular Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account
shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal


 






    -311- 


     


    

 


procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)       the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)       no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to a Holder of Certificates of a Class on such Distribution Date because of the failure of such Holder to
tender its Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such
funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)       Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(f), as applicable, to the Holders of the respective Class otherwise entitled to distributions
of interest and principal on such Class on the relevant Distribution Date; provided


 






    -312- 


     


    

 


that all distributions in reimbursement
of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders
that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each
such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance
with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based upon the
aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder,
and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h)
as if such Holder had failed to surrender its Certificates.


 


(j)       On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed solely to the Holders of the Class V Certificates from the Excess Interest Distribution Account. Excess Interest
will not be available to pay any other amounts except for distributions on Class V Certificates as set forth in the prior sentence.


 


(k)       On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


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


 


(ii)       to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


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


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of
such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the


 






    -313- 


     


    

 


address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


Any
Late Collections received by the Master Servicer from the related Mortgagor that are allocable to a Serviced Pari Passu Companion
Loan (or, if such Companion Loan has been securitized, reimbursable to the Other Master Servicer or Other Trustee under the related
Other Pooling and Servicing Agreement) shall be remitted by the Master Servicer to the holder thereof (or such Other Master Servicer
or Other Trustee) within one (1) Business Day of receipt of properly identified and available funds; provided, that to the extent
any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially
reasonable efforts to remit such Late Collections to such party within one (1) Business Day of receipt of properly identified
and available funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of
properly identified and available funds.


 


On
the final Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance
Date.


 


Section
4.02   Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of
Attorney. (a) On each Distribution Date, the Certificate Administrator shall make available pursuant to Section
3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form
set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator in the
related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the
distributions made on such Distribution Date (each, a “Distribution Date Statement”) which shall
include:


 


(i)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)       the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)       the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 






    -314- 


     


    

 


(iv)       the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)       the
aggregate amount of unscheduled payments received;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)        the
Available Funds for such Distribution Date;


 


(x)         the
Interest Distribution Amount (and the amount thereof actually distributed) in respect of such Class of Certificates for such Distribution
Date, separately identifying any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)        the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Prepayment
Premiums and Yield Maintenance Charges, and (B) in the case of the Class V Certificates, Excess Interest;


 


(xii)       the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)      the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)       the
Certificate Factor for each Class of Certificates (other than the Class V and Class R Certificates) immediately following such
Distribution Date;


 






    -315- 


     


    

 


(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)      the
current Controlling Class;


 


(xviii)     the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)        a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)       all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)      in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)      the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such
Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)       with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately


 






    -316- 


     


    

 


recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount of
any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;


 


(xxvii)       the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)       [RESERVED];


 


(xxix)        the
then-current credit support levels for each Class of Certificates;


 


(xxx)         the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)        a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)       a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)      an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)      the
amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses
(i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during
which person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or
desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders and Certificate
Owners to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be


 






    -317- 


     


    

 


deemed to
have been satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator
pursuant to any requirements of the Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such distribution period in which such Asset Review Report Summary was received, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


(b)       With
respect to each Serviced Whole Loan, on each Serviced Whole Loan Remittance Date, the Master Servicer shall make its servicer
remittance report for the related Distribution Date available to each Other Master Servicer. The Master Servicer shall make the
CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary
File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and
the CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of any note representing an interest
in a Serviced Companion Loan, to the related Serviced Companion Noteholder on each Distribution Date; and (ii) following the securitization
of any note representing an interest in a Serviced Companion Loan to the related Other Master Servicer (A) not later than two
Business Days after the Determination Date or (B) if required under the terms of the related Intercreditor Agreement, the earlier
of (x) the Remittance Date and (y) the Business Day following the “determination date” (or analogous term) under the
applicable Other Pooling and Servicing Agreement; provided that the date of delivery is required under this clause (ii)(B) is
at least one Business Day after the scheduled monthly payment date under the related loan agreement.


 


(c)       Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s website, the Master Servicer shall take reasonable measures to ensure that only such parties listed above may
access such information including, without limitation, requiring registration, a confidentiality agreement and acceptance of a
disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information
in accordance with this


 






    -318- 


     


    

 


Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information
delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b), other than information produced by
the Master Servicer or Special Servicer, as applicable; provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled
to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify
or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge
that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized
to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 






    -319- 


     


    

 


(e)       The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is
an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party;
provided that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer,
generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep
such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively
rely. In addition, the Master Servicer or Special Servicer shall be entitled to conclusively rely on delivery from the Directing
Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form
of Exhibit P-1D that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling
Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section
4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03   P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master
Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans
to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future
distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances or (iii)
make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be
made. Any amounts held in the Collection Account for future distribution and so used to make P&I


 






    -320- 


     


    

 


Advances shall be
appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the
Collection Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made).
The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances for a
Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before two (2)
Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m.,
New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05
by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and
provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on
such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the
Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related
P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the
CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for
deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to
CREFC® on such Distribution Date. If the Master Servicer or the Trustee makes a P&I Advance with respect
to any Mortgage Loan that is part of a Whole Loan, then it shall provide to the related Other Master Servicer or Non-Serviced
Master Servicer, as applicable, and Other Trustee or Non-Serviced Trustee, as applicable, (and, to the extent required under
the related Intercreditor Agreement, the related Other Special Servicer or Non-Serviced Special Servicer, as applicable)
under the Other Pooling and Servicing Agreement or Non-Serviced PSA, as applicable written notice of the amount of such
P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees, any related Excess Interest (if applicable) and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related
Pari Passu Loan Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced
Mortgage Loan) and any successor REO Loan during the related Collection Period and were not received as of the close of business
on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the Master Servicer)
and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I Advance Date (including
any successor REO Loan as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled
Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances
is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or any successor REO Loan, shall
continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition
of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect
to any Companion Loan.


 






    -321- 


     


    

 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer shall make its
determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer)
that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed P&I
Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any
determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case
may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer or
Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan or Serviced Mortgage
Loan that is part of a Whole Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan or
Serviced Mortgage Loan that is part of a Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance,
the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Trustee (and if required by the
related Intercreditor Agreement, the related Non-Serviced Special Servicer) or applicable Other Master Servicer and Other Trustee
(and if required by the related Intercreditor Agreement, the related Other Special Servicer), as the case may be, written notice
of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under
such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Special Servicer, the Master
Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed to
be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either
case, the Master Servicer shall not be required to make any additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination
may be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, or otherwise. For the avoidance of doubt, the Special Servicer, the Master Servicer or the Trustee, as the
case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of


 






    -322- 


     


    

 


reimbursement; provided, that no interest will accrue on any P&I Advance (i) if the related Periodic Payment is
received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic
Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall
reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of
this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


 


(e)       Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon,
the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the
product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without
regard to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount
(or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan),
if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon
Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)       In
no event shall either the Master Servicer or the Trustee be required to advance on behalf of any Serviced
Subordinate Companion Loan holder any cure payment that such Serviced Subordinate Companion Loan holder is entitled to
make.


 


Section
4.04   Allocation of Realized Losses. (a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the
amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect
to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to
reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any successor REO
Loans immediately following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the Principal
Balance Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit, the
“Realized Loss”). Any allocation of Realized Losses to a Class of Regular Certificates shall be made by
reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of


 






    -323- 


     


    

 


Regular
Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls
experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of
principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of
Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance
Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal
collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are
subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of
the Class or Classes of Principal Balance Certificates that previously were allocated Realized Losses, in sequential order,
in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance
Certificates.


 


(b)       On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write off shall be allocated first, to the Class H-RR, Class G-RR, Class F-RR, Class E-RR, Class D, Class C, Class
B and Class A-S Certificates, in that order, and second, pro rata (based on their respective Certificate Balances),
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, in each case until the remaining Certificate Balances
of such Classes of Certificates have been reduced to zero.


 


(c)       With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05   Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining
the Controlling Class and whether a Control Termination Event or an Operating Advisor Consultation Event has occurred and is
continuing and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or
the Operating Advisor, (A) Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the
related Mortgage Loan) will be allocated to each Class of Certificates in reverse sequential order to notionally reduce the
related Certificate Balances until the Certificate Balance of each such Class has been reduced to zero (i.e., first,
to the Class H-RR, Class G-RR, Class F-RR, Class E-RR, Class D, Class C, Class B and Class A-S Certificates, in that order,
and finally, pro rata based on their Certificate Balances, to the Class A-1, Class A-2, Class A-SB, Class A-3
and Class A-4 Certificates), and (B) Collateral Deficiency Amounts (with respect to a Serviced Whole Loan, to the extent
allocated to the related Mortgage Loan) will be allocated to each Class of Control Eligible Certificates in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class has
been reduced to zero (i.e., to the Class H-RR, Class G-RR, Class F-RR and Class E-RR Certificates, in that order).


 


As
of the first Determination Date after a Serviced Mortgage Loan becomes an AB Modified Loan, the Special Servicer shall calculate
whether a Collateral Deficiency Amount


 






    -324- 


     


    

 


exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage Loan
has become an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of
the appraisal and any other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably
expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan,
and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice
by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly
notify the Special Servicer thereof. Upon reasonable prior written request, the Master Servicer shall provide the Special Servicer
with information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. None
of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


The
Special Servicer shall promptly notify the Master Servicer and the Certificate Administrator of the amount of any Appraisal Reduction
Amount and any Collateral Deficiency Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which
notification to the Certificate Administrator may be satisfied through delivery of such information included in the CREFC®
Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC®
Investor Reporting Package or such other report or reports mutually agreed upon between the Master Servicer and the Certificate
Administrator at such times required by, and otherwise in accordance with, Section 3.12(d)). Based on information in its
possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class.
The Certificate Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m)
and shall promptly post notice of any Appraisal Reduction Amount and/or Collateral Deficiency Amount, as applicable, to the
Certificate Administrator’s Website. With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as
applicable, calculated for purposes of (x) determining the Controlling Class and whether a Control Termination Event, Consultation
Termination Event or Operating Advisor Consultation Event has occurred and is continuing and (y) determining the Voting Rights
of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor, the appraised value of the related
Mortgaged Property will be determined on an “as-is” basis.


 


The
Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation
or determination of any Cumulative Appraisal Reduction Amount or Collateral Deficiency Amount with respect to a Serviced Mortgage
Loan. The Master Servicer, the Special Servicer and the Certificate Administrator shall


 






    -325- 


     


    

 


be entitled to conclusively rely on the
applicable Non-Serviced Master Servicer’s or Non-Serviced Special Servicer’s, as applicable, calculation of any Appraisal
Reduction Amount with respect to a Non-Serviced Mortgage Loan.


 


(b)       (i)
The Holders of the majority by Certificate Balance of any Class of Control Eligible Certificates that is determined at any time
of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result
of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole
expense, to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer
to request from the applicable Non-Serviced Special Servicer) a second Appraisal of any Mortgage Loan (or Serviced Whole Loan)
for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”). With respect to any Serviced Mortgage Loan, the Special Servicer shall use its reasonable
best efforts to ensure that such Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’
written request and will ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the
Master Servicer shall use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special
Servicer and to forward such second appraisal to the Special Servicer.


 


(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Non-Serviced Special Servicer (for Appraisal Reduction
Amounts on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor
Agreement) and the Special Servicer (for Collateral Deficiency Amounts on Serviced Mortgage Loans and Non-Serviced Mortgage Loans
and for Appraisal Reduction Amounts on Serviced Mortgage Loans) shall determine, in accordance with the Servicing Standard, whether,
based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, based on such supplemental Appraisal and any information received from the Master Servicer.
If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each Appraised-Out
Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of an Appraised-Out Class may not
exercise any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class
is reinstated as the Controlling Class (such period beginning upon receipt by the Master Servicer or Special Servicer, as applicable,
of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either
(A) the Master Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is
warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
based on the supplemental Appraisal, the “Appraisal Review Period”). The


 






    -326- 


     


    

 


rights of the Controlling Class during
each Appraisal Review Period shall be exercised by the most subordinate Class of Control Eligible Certificates that is not an
Appraised-Out Class, if any, during such period.


 


(c)       The
Special Servicer shall use reasonable efforts to order an Appraisal or conduct a valuation promptly upon the occurrence of an
Appraisal Reduction Event with respect to a Serviced Mortgage Loan. On the first Determination Date occurring on or after the
tenth business day following the later of (i) the date on which the Special Servicer receives the related Appraisal or conducts
a valuation as described in the definition of “Appraisal Reduction Amount” and (ii) the date on which the related
Appraisal Reduction Event occurred, the Special Servicer shall calculate and report to the Master Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder,
the Appraisal Reduction Amount, taking into account the results of such Appraisal or valuation and receipt of information requested
by the Special Servicer from the Master Servicer reasonably necessary to calculate the Appraisal Reduction Amount. Such report
shall be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan),
to the extent a related Serviced Pari Passu Companion Loan has been included in a securitization transaction, to the master servicer
of such securitization into which the such Serviced Pari Passu Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan.


 


With
respect to each Serviced Mortgage Loan and Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such
Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30)
days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related
Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and
order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a
Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation,
as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal
obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and (prior to the occurrence of any Consultation Termination Event and subject
to the DCH Limitations) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained
in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from
the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s possession
or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report
to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and (prior to the occurrence of any
Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder, the amount and calculation
or recalculation of the Appraisal Reduction Amount with respect to such Serviced Mortgage Loan or Serviced Whole Loan, as applicable,
and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, that the
Special Servicer shall not be


 






    -327- 


     


    

 


liable for failure to comply with such duties insofar as such failure results from a failure of
the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master
Servicer to otherwise comply with its obligations hereunder. Such report shall also be promptly forwarded by the Master Servicer
(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent a related Serviced Companion
Loan has been included in an Other Securitization, to the Other Servicer and the Other Trustee of such Other Securitization into
which such Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer
(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine
the Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount, shall replace the prior Appraisal Reduction Amount
with respect to such Serviced Mortgage Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination
Event (subject to the DCH Limitations), the Special Servicer shall consult with the Directing Certificateholder with respect to
any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing
but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject
of an Appraisal Reduction Event to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in
accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month
period immediately prior to the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer may use the prior Appraisal
or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any
material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request
shall be made promptly, but in no event later than ten (10) Business Days, after the later of (i) the date on which the Special
Servicer receives the related Appraisal or conducts a valuation as described in the definition of “Appraisal Reduction Amount”
and (ii) the date on which the related Appraisal Reduction Event occurred); provided, the Special Servicer’s failure to
timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information
to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request. The Master Servicer
shall not calculate Appraisal Reduction Amounts or Collateral Deficiency Amounts.


 


(d)       Any
Serviced Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan previously subject to an Appraisal Reduction
Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification of such Mortgage
Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal
Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal


 






    -328- 


     


    

 


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


 


(e)       Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related Serviced Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced AB
Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective outstanding principal balances.
Any Appraisal Reduction Amount in respect of any Serviced Whole Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to any related Serviced Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro
rata, between the related Serviced Mortgage Loan and each related Serviced Pari Passu Companion Loan, based upon their respective
outstanding principal balances.


 


Section
4.06   Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor
Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a
“grantor trust” under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code, and the provisions
hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the
Certificate Administrator shall have the power to vary the investment of the Holders of the Class V Certificates in the
Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared,
submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator)
and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file,
or cause to be filed, Internal Revenue Service Form 1041 (or, if the Grantor Trust is a WHFIT, information will be provided
on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the
following clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates their allocable share
of income and expense with respect to the Excess Interest and Excess Interest Distribution Account, in the time or times and
in the manner required by the Code.


 


(b)       If
the Certificate Administrator receives notice that any Class V Certificate is held through a nominee, then the Grantor Trust will
be treated as a WHFIT that is a WHMT. In such event, the Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator shall be entitled to rely on its receipt of a notice
as contemplated in the first sentence of this Section 4.06(b) and shall be entitled to indemnification in accordance with
the terms of this Agreement in the event that the Internal Revenue Service makes a determination


 






    -329- 


     


    

 


that such notice is incorrect.
As of the Closing Date, the Class V Certificates will not be held through a nominee.


 


(c)       The
Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to the extent
the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class V Certificate, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide
the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds
and date of sale. Absent receipt of information regarding any sale of a Class V Certificate, including the price, amount of proceeds
and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Institutional Accredited Investor CUSIP.
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent
such CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier
number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the
receipt of inaccurate or untimely CUSIP information.


 


Section
4.07   Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request
Tool. (a) The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The
“Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders and Certificate Owners that are Privileged Persons may submit questions to (A) the Certificate
Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable,
relating to the reports prepared by that party being made available pursuant to Sections 3.13(b) and (d), the
Serviced Mortgage Loans or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor
Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any
Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”), and
(ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating
Advisor, as applicable, and in the


 






    -330- 


     


    

 


case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced
Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the
Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@midlandls.com), in
each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the
Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such
party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master
Servicer, Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by
electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special
Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of such
answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially
reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related
answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special
Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of
the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan
documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the
Privileged Information Exception, (vi) that answering the inquiry would or is reasonably expected to result in a waiver of an
attorney-client privilege or the disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for
any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the
Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In
addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of
its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event
that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides
that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an
Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan
documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs or
expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as
applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry
is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer, the
Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.”


 






    -331- 


     


    

 


Answers
posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from
any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their
respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall
have any responsibility or liability for the content of any such information. The Certificate Administrator shall not be
required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will
not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from
Certificateholders for which its response would require the Operating Advisor to provide information to such inquiring
Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports
and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information


 






    -332- 


     


    

 


Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to
the following: AskMidland@midlandls.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email
to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an
inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.
If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that
(i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any
Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an
attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the
Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate
Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties
in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall
not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such
determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was
not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for
the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool
shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will
be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters,
the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A
Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial
in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08   Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room on the Closing
Date. Upon receipt of a Mortgage Loan Seller’s Diligence File Certification, the Depositor shall promptly deliver to
the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by
such Mortgage Loan Seller to the IntraLinks Site. On the 120th day after the Closing Date, to the extent not previously
delivered to the Certificate Administrator, the Depositor shall deliver to the


 






    -333- 


     


    

 


Certificate Administrator an electronic copy
of the Diligence File for each Mortgage Loan that has been uploaded to the IntraLinks Site. Upon receipt thereof, the
Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure
Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations
Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative
Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit
RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the
Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any
documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by
the Depositor.


 


(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents constituting any Diligence File have actually been delivered to the Certificate
Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the
contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room.
In the event that any document or information is posted in error, the Certificate Administrator may remove such document or information
from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies
of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be
responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure


 






    -334- 


     


    

 


Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


ARTICLE
V



THE CERTIFICATES


 


Section
5.01   The Certificates. (a) The Certificates will be substantially in the respective forms annexed
hereto as Exhibit A-1 through and including Exhibit A-3, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of
the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by
their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Non-Registered Certificates (other than the Class X-D, Class V and Class R Certificates) will be issuable in minimum
Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in
excess thereof. If the Original Certificate Balance or Original Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of
authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the
Original Certificate Balance or Original Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class V and Class R Certificates shall be issued, maintained and
transferred in minimum percentage interests of 5% of such Class V or Class R Certificates and in integral multiples of 1% in
excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)       A
Class of Regular Certificates will be considered outstanding until its Certificate Balance or Notional Amount, as applicable,
is reduced to zero. However, notwithstanding a reduction of its Certificate Balance to zero, reimbursements of any previously
allocated Realized Losses are required thereafter to be made to a Class of Principal Balance Certificates in accordance with the
payment priorities set forth in Section 4.01.


 






    -335- 


     


    

 


(d)       During
the Transfer Restriction Period, the RR Certificates shall only be held as one or more Definitive Certificates in the RR Certificates
Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest therein shall be tracked
in the form of an entry in the Certificate Administrator’s trust accounting system under the RR Certificates Safekeeping
Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold the RR Certificates
in safekeeping and shall release or transfer (subject to Section 5.03(p)) any Definitive Certificate evidencing the same
(and, in the case of a transfer, replace or substitute the Definitive Certificate being held by the Certificate Administrator)
only upon receipt of written instructions from the Holder thereof with the consent of the Retaining Sponsor and the Depositor
(other than in the case of the RR Certificates being released from the RR Certificates Safekeeping Account and substituted with
replacement Definitive Certificates for purposes of registering the RR Certificates in the name of another Holder), in accordance
with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement.
The Certificate Administrator shall hold the RR Certificates in safekeeping and shall release any Definitive Certificate evidencing
the same only upon receipt of written instructions from the Holder thereof with the consent of the Retaining Sponsor and the Depositor
(other than in the case of the RR Certificates being released from the RR Certificates Safekeeping Account and substituted with
replacement Definitive Certificates for purposes of registering the RR Certificates in the name of another Holder), and in accordance
with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement.
In connection with the transfer or release, as applicable, of any Definitive Certificate evidencing an RR Certificate, the Certificate
Administrator shall deliver such Definitive Certificate to (or at the direction of) the Holder thereof, via overnight delivery,
by any nationally recognized courier, to the location designated by such Holder. After the transfer or release, as applicable,
of any such Definitive Certificate, the Certificate Administrator shall have no liability with respect to the safekeeping of such
Definitive Certificate. The Certificate Administrator shall be indemnified and held harmless for any such transfer or release
in accordance with Section 8.05(b) hereof. There shall be, and hereby is, established by the Certificate Administrator
an account which will be designated the “RR Certificates Safekeeping Account” and into which the RR Certificates shall
be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate
Administrator may establish any number of subaccounts to the RR Certificates Safekeeping Account for the Holder of the RR Certificates.
The RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein.
No amounts distributable to the RR Certificates shall be remitted to the RR Certificates Safekeeping Account, but shall be remitted
directly to the Holder of the RR Certificates in accordance with written instructions (which shall be in the form of Exhibit
C to this Agreement) provided separately by the Holder of the RR Certificates to the Certificate Administrator. Under no circumstances
by virtue of safekeeping the RR Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute
proceedings against any person on behalf of the Holder of the RR Certificates or (ii) have any obligation to monitor, supervise
or enforce the performance of any party under any credit risk retention compliance agreement. The Certificate Administrator shall
be entitled to conclusively rely with no obligation to verify, confirm or otherwise monitor the accuracy of any information included
in any written instructions provided in connection with this RR Certificates Safekeeping Account and shall have no liability in
connection therewith, other than with respect to the Certificate Administrator’s obligation to


 






    -336- 


     


    

 


obtain the Retaining Sponsor’s
consent and the Depositor’s consent prior to any release of the RR Certificates. During the Transfer Restriction Period
and for such longer time as the Holder of the RR Certificates may request, the Certificate Administrator shall hold the Definitive
Certificates representing the RR Certificates at the below location, or any other location; provided, the Certificate Administrator
has given notice to the Holder of the RR Certificates of such new location:


 


Wells
Fargo Bank, National Association

Attention: Security Control and Transfer (SCAT)

MAC: N9345-010

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414


 


On
the Closing Date and upon any transfer of the RR Certificates pursuant to Section 5.03(p), the Certificate Administrator
shall deliver written confirmation to the Depositor, the Retaining Sponsor and the initial Holder of the RR Certificates substantially
in the form of Exhibit UU to this Agreement evidencing its receipt of the RR Certificates.


 


The
Certificate Administrator shall make available to the Holder of the RR Certificates its account information as mutually agreed
upon by the Certificate Administrator and the Holder of the RR Certificates, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of the RR Certificates shall be subject to Article V of this Agreement.


 


Notwithstanding
anything to the contrary herein, this Section 5.01(d) shall only apply while the Certificate Administrator holds Definitive
Certificates evidencing the RR Certificates in the RR Certificates Safekeeping Account.


 


(e)       
In the event the Holder of the RR Certificates seeks to cause the release of any RR Certificates from the RR Certificates Safekeeping
Account, such Holder shall deliver to the Certificate Administrator a written request for such release substantially in the form
attached hereto as Exhibit D-5 executed by such Holder and the Depositor (other than in the case of the RR Certificates
being released from the RR Certificates Safekeeping Account and substituted with replacement Definitive Certificates for purposes
of registering the RR Certificates in the name of another Holder). The Certificate Administrator may not consent to, or otherwise
permit, any such release without obtaining the countersigned requests of the Depositor (if required pursuant to the preceding
sentence) and the Retaining Sponsor. The Certificate Administrator shall be indemnified and held harmless for any release in connection
with the preceding, in accordance with the terms set forth in Section 8.03.


 


Section
5.02   Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or
qualification under applicable state securities laws, or is made in a transaction which does not require such registration or
qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or to the Initial Purchasers or by the
Initial Purchasers to an affiliate of Argentic Securities Income USA LLC) is


 






    -337- 


     


    

 


to be made in reliance upon an exemption from
the Securities Act, and under the applicable state securities laws, then either:


 


(a)       Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate
or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)       Certificates
of each Class of Non-Registered Certificates (other than the RR Certificates (during the Transfer Restriction Period) and the
Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule
144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the


 






    -338- 


     


    

 


Certificate Registrar
or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


(c)       Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form
of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the RR Certificates (during the Transfer
Restriction Period) and the Class R Certificates shall only be in the form of Definitive Certificates.


 


(d)       Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation
S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive
Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry
Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders
under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 






    -339- 


     


    

 


Section
5.03  Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to
such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such
capacity, being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be
responsible for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of
Certificates of each Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a
Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and
registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices
from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services in
respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in
this Section 5.03.


 


(b)       Subject
to the restrictions on transfer set forth in this ARTICLE V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)       Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary


 






    -340- 


     


    

 


Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)       Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the
rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest
in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry
Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the
Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise
entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate,
without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that
is being exchanged or transferred.


 


(e)       Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the


 






    -341- 


     


    

 


form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1)
instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar,
to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form
of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest
in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter
in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional
Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)       Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar


 






    -342- 


     


    

 


by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in
the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)       Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than an RR Certificate (during
the Transfer Restriction Period) or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry
Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate
to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate, such holder may,
subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all
or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate of
the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof,
of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in
the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate)
or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate
equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry
Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions
a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 






    -343- 


     


    

 


(h)       Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry
Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof).


 


(i)       Other
Exchanges. Definitive Certificates may be transferred and/or exchanged only in accordance with such procedures as are substantially
consistent with the provisions of subsections (c) through (f) above (including the certification requirements intended
to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures
as may from time to time be adopted by the Certificate Registrar.


 


(j)       Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(k)       If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule
144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)       All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)       With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of
Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan
(as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made
under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of or using the assets of any such Plan (within the meaning of the application of Department of
Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of
its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company would
be exempt from the


 






    -344- 


     


    

 


prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not result in a non-exempt violation of Similar
Law) or (ii) if such Certificate which may be held only by a person not described in clauses (A) or (B) above, is
presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form
and substance satisfactory to the Trustee and Certificate Administrator and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction”
within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating
Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall
not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate
Administrator have received either the representation letter described in clause (i) above or the Opinion of Counsel described
in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne
by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers,
the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed
to represent that it is not a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or
other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be
deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(n)       No
Class V or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class V or Class R Certificate.
Each prospective transferee of a Class V or Class R Certificate shall deliver to the transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not a Plan
or a person acting on behalf of or using the assets of a Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA). Any attempted or purported transfer in violation of these transfer restrictions shall be
null and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any
obligations with respect to the applicable Certificates.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 






    -345- 


     


    

 


(i)       Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)       No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as
the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest,
(3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor
has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know
that the proposed transferee’s statements in the Transferee Affidavit are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be


 






    -346- 


     


    

 


registered on the Certificate Register; provided,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may
be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, that such Persons shall in no event be excused from furnishing such information.


 


(o)       The
Class V Certificates may only be transferred to and owned by Institutional Accredited Investors or Qualified Institutional Buyers.
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers. Each prospective transferee of
a Class R or Class V Certificate shall deliver to the transferor, the Depositor and the Certificate Registrar an Investment Representation
Letter in the form of Exhibit C attached hereto.


 


(p)       Until
the earlier of (x) the expiration of the Transfer Restriction Period and (y) the fifth anniversary of the Closing Date (as further
provided for in the Credit Risk Retention Agreement), no Person shall be permitted to own, directly or indirectly, any interest
in the RR Certificates other than the Retaining Sponsor or one of its Majority Owned Affiliates that is not a Non-Exempt Person.
After the earlier of (x) the expiration of the Transfer Restriction Period and (y) the fifth anniversary of the Closing Date (as
further provided for in the Credit Risk Retention Agreement), the RR Certificates or any portion thereof may be transferred to
Institutional Accredited Investors and Qualified Institutional Buyers. At all times that the RR Certificates are held in the RR
Certificates Safekeeping Account, if a transfer of the RR Certificates (other than the initial transfer from the Initial Purchasers
to Argentic Securities Holdings Cayman Limited) is to be made, then the transferor and transferee shall provide the Certificate
Administrator with the following documentation in order for it to facilitate such transfer (and the Certificate Registrar shall
refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) the following documentation):
(i) a certification executed by such Certificateholder’s prospective transferee substantially in the form attached hereto
as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor, (ii) a certification executed
by the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4, which
such certification must be countersigned by the Retaining Sponsor, (iii) an IRS Form W-9 completed by the prospective transferee
and (iv) wire instructions and contact information of the prospective transferee. In addition to the foregoing, for so long as
the RR Certificates are held in the RR Certificates Safekeeping Account, in order to effectuate a transfer of the RR Certificates,
the Holder of the RR Certificates must provide the


 






    -347- 


     


    

 


Certificate Administrator written instructions requesting such transfer, with
the consent of the Retaining Sponsor and the Depositor (other than in the case of the RR Certificates being released from the
RR Certificates Safekeeping Account and substituted with replacement Definitive Certificates for purposes of registering the RR
Certificates in the name of another Holder). Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject
to Section 5.01(c) and Section 5.03, reflect the assignment of the RR Certificates in the name of the prospective
transferee. For the avoidance of doubt, in no event shall the RR Certificates be held as a Book-Entry Certificate during the Transfer
Restriction Period. If the RR Certificates are no longer held in the RR Certificates Safekeeping Account, the Certificate Registrar
shall refuse to register and transfer an RR Certificate unless it receives (and upon receipt may conclusively rely upon) certificates
substantially in the forms of Exhibit D-3 and Exhibit D-4 hereto; provided, that following the expiration
of the Transfer Restriction Period, the countersignature of the Retaining Sponsor to such certifications shall not be required.


 


(q)       Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and each Certificateholder shall be required to provide the Certificate Administrator information relating to such Certificateholder
solely to the extent necessary for the Certificate Administrator to determine any required withholding amounts. If the Certificate
Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder
or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the amount withheld to such
Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this Agreement.


 


Section
5.04   Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is
surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or
indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar
that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04, the
Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of
the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall
constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


 


Section
5.05   Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and
for


 






    -348- 


     


    

 


all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee) under the
same circumstances, and subject to the same conditions, as such report, statement or other information as would be provided
to a Certificateholder.


 


Section
5.06   Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The
Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of
the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i)
requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that
such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement
or under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then
the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, furnish such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to the most
recent list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that the
Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of
the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)       (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following: (a) the name of the party making the request, (b) the date the request was received, (c) a statement
to the effect that the Certificate Administrator has received such request, stating that such party is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting party. Disclosure
in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or


 






    -349- 


     


    

 


Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].


 


(ii)       Any
Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the
exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) should deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Administration
Group – MSC 2019-H7 (with a copy to: trustadministrationgroup@wellsfargo.com). Any Communication Request must contain
the name of the Requesting Investor and the method that should be used to contact the Requesting Investor.


 


(iii)       In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker
or dealer stating the requesting investor is the beneficial owner, or (D) a document acceptable to the Certificate Administrator
that is similar to any of the documents identified in clauses (A) through (C). The Certificate Administrator shall not have any
obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and
may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate will be paid by the Trust.


 


Section
5.07   Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be
maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement
may be served. The Certificate Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070,
Minneapolis, Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to
the Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such office or
agency.


 


Section
5.08   Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby
initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate
Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may be the
Trustee or an Affiliate


 






    -350- 


     


    

 


thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the
eligibility requirements set forth in Section 8.06.


 


(b)       The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)       The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)       The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)       The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(f)       The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section
5.09    [RESERVED].


 


Section
5.10    Voting Procedures. With respect to any matters submitted to Certificateholders for a vote,
the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and
directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be
administered in accordance with the following procedures, unless different procedures are otherwise described herein with
respect to a specific vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 






    -351- 


     


    

 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)       Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require approval by Certificateholders entitled to at least a majority of the Voting Rights in order to
carry a proposition.


 






    -352- 


     


    

 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01   Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating
Advisor and the Asset Representations Reviewer. (a) The Master Servicer hereby represents, warrants and covenants to the
Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor,
the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the
Closing Date, that:


 


(i)       The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement


 






    -353- 


     


    

 


will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


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


 


(vii)       The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)       The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)       The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Florida, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to


 






    -354- 


     


    

 


materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


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


 


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


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform
its obligations under this Agreement;


 


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


 


(vii)       The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)       The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion


 






    -355- 


     


    

 


Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
as of the Closing Date, that:


 


(i)       The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)       The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


(vi)       The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)       No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the


 






    -356- 


     


    

 


Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


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


 


(ix)       The
Operating Advisor is an Eligible Operating Advisor.


 


(d)       The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and
adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in


 






    -357- 


     


    

 


accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)       The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


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


 


(vii)       The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)       The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)       The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which
materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such
breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder.


 






    -358- 


     


    

 


Section
6.02   Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the
Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
and the Asset Representations Reviewer herein.


 


Section
6.03   Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the Depositor, the
Master Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as an entity
under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification
to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to
perform its respective duties under this Agreement.


 


(b)       The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is
received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion
Loan Securities, a confirmation is received from each applicable rating agency that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as
described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, shall not, as a result of the
merger, be required to provide a Rating Agency


 






    -359- 


     


    

 


Confirmation with respect to ratings of the Classes of Certificates or, with respect
to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as the
Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is subject
to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, in writing
that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity
has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or
the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably
withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer, the Asset
Representations Reviewer or Operating Advisor may remain the Master Servicer, Special Servicer, the Asset Representations Reviewer
or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that
is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited
Party, except to the extent (i) the Master Servicer, the Special Servicer, the Asset Representations Reviewer or Operating Advisor,
as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance
with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer,
which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice
to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization,
as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the
Depositor’s determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold
such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second
preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding
sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)       The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)       Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset


 






    -360- 


     


    

 


Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
that (x) such Person is an Eligible Asset Representations Reviewer and (y) the Trustee has received a Rating Agency Confirmation
with respect to such successor or surviving Person if the Asset Representations Reviewer is not the successor or surviving Person.
The rate at which the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not be affected
by such merger, consolidation or succession, and the Asset Representations Reviewer shall bear all reasonable costs and expenses
of each party hereto and each Rating Agency in connection with such merger, consolidation or succession.


 


Section
6.04   Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
their respective Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees or agents
of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any
action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, that (i) this provision shall not protect the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any
such Person against any breach of warranties or representations made by it herein or any liability which would otherwise be
imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or
duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members, managers,
employees or agents of any of the foregoing may rely on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the
Operating Advisor and their respective Affiliates and any partner, director, officer, shareholder, member, manager, employee
or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and expenses relating
to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses incurred in connection
with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this
Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i)
specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a
representation or warranty made by it herein; (iii) incurred by reason of bad faith,


 






    -361- 


     


    

 


willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or
(iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees
and agents, incurred in connection with any violation by any of them of any state or federal securities law. Each of the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset
Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining
from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or
in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper
party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel
shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)       None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in
respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in
the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of the related Serviced Companion Loans
(as a collective whole) taking into account the subordinate or pari passu nature of any related Serviced Companion Loan,
as the case may be); provided, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved,
such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance
with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if amounts
on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate
to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will
be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 






    -362- 


     


    

 


(c)       Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs (including reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments, and any
other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by the
Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special Servicer, as
applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with
counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be,
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced
thereby.


 


(d)       Subject
to Section 8.02, each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively
agrees to indemnify the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs (including reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon


 






    -363- 


     


    

 


the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)       The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and expenses
relating to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses that any of them
may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to
so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)       The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and expenses relating
to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and
obligations hereunder or by reason of breach of any representations or warranties made herein. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the


 






    -364- 


     


    

 


Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)       Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, that this
provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties
hereunder.


 


(h)       The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and expenses
relating to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses that any of them
may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset Representations Reviewer,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Asset Representations
Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein. The
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as
the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or
the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)       The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Operating Advisor, Non-Serviced Asset Representations
Reviewer, Non-Serviced Depositor, Non-Serviced Trustee, Non-Serviced Certificate Administrator,


 






    -365- 


     


    

 


Non-Serviced Paying Agent and
any of their respective partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the
“Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs (including reasonable legal fees and expenses relating to the enforcement of
such indemnity), judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing and
administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)       For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause any Trust REMIC to fail to qualify as a REMIC or cause a tax to be imposed on the Trust or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code (for which determination the Master Servicer and Special
Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05   Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section
6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties
hereby imposed on each of them except upon (a) determination that fulfillment of such party’s duties hereunder is no
longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the
appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master
Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such
determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above
shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee
and (prior to the occurrence of a Consultation Termination


 






    -366- 


     


    

 


Event) the Directing Certificateholder. Unless applicable law
requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the
Special Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or
successor special servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s, as
applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master
Servicer or the Special Servicer shall become effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any
related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer
or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable,
shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section
6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a
Control Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not
to be unreasonably withheld. The resigning party shall pay all costs and expenses (including out-of-pocket costs and expenses
incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section
6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have
the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as
applicable, is terminated or removed pursuant to Section 7.01.


 


Section
6.06   Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but
is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special
Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or
otherwise.


 


Section
6.07   The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the
Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate
Owner with respect to) any Certificate with (except as otherwise set forth in the definition of
“Certificateholder”) the same rights it would have if it were not the Master Servicer, the Special
Servicer or an Affiliate thereof.


 


Section
6.08   The Directing Certificateholder. (a) Other than with respect to any Serviced AB Whole Loan for
which the related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period,
(i) for so long as no Control Termination Event has occurred and is continuing and subject to the DCH Limitations, the


 






    -367- 


     


    

 


Directing Certificateholder shall be entitled to advise the Special Servicer with respect to matters relating to a Major
Decision, and the Special Servicer shall not be permitted to take or consent to the Master Servicer’s taking any action
that constitutes a Major Decision as to which the Directing Certificateholder has objected in writing within ten (10)
Business Days (or thirty (30) days with respect to an action that constitutes a Major Decision under clause (xi) of
the definition of “Major Decision”) after the receipt of a written report by the Special Servicer describing in
reasonable detail (x) the background and circumstances requiring action of the Special Servicer (y) the proposed course of
action recommended and (z) all information reasonably requested by the Directing Certificateholder and in the Special
Servicer’s possession in order to grant or withhold such consent, which report may (in the sole discretion of the
Special Servicer) take the form of an Asset Status Report (the “Major Decision Reporting Package”)
(provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day (or
thirty (30) day) period, then the Directing Certificateholder shall be deemed to have approved such action) and (ii) to the
extent the Master Servicer is responsible for processing the subject action pursuant to Section 3.33, the
Master Servicer shall not be permitted to take any action constituting a Major Decision unless it has obtained the consent or
deemed consent of the Special Servicer pursuant to the consent process set forth in Section 3.33(b).


 


In
addition, with respect to any Mortgage Loan (for so long as no Control Termination Event has occurred and is continuing and subject
to the DCH Limitations), the Directing Certificateholder (subject to any rights, if any, of the related Companion Holder to advise
the Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement),
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the
Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may
require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions, including without limitation
the obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special
Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act,
in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is not in the best
interests of the Certificateholders.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or a Companion Holder or any advice from the Directing Certificateholder or a Companion Holder would cause the Special Servicer
or Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without
limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent
or advise and notify the Directing Certificateholder or Companion Holder, as applicable, the Trustee and the Rating Agencies of
its determination, including a reasonably detailed explanation of the basis therefor. The taking of,


 






    -368- 


     


    

 


or refraining from taking,
any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing Certificateholder
or Companion Holder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other
provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


The
Special Servicer is not required to obtain the consent of the Directing Certificateholder for any Major Decision after the occurrence
and during the continuance of a Control Termination Event; provided, that, after the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event (and subject to the DCH Limitations),
the Special Servicer shall consult on a non-binding basis with the Directing Certificateholder in connection with any Major Decision
and consider alternative actions recommended by the Directing Certificateholder in respect thereof. In the event the Special Servicer
receives no response from the Directing Certificateholder within ten (10) Business Days following its written request for input
on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the
specific matter; provided, that the failure of the Directing Certificateholder to respond shall not relieve the Special
Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 


Notwithstanding
the foregoing, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized
by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or
any other matter requiring consent of or consultation with the Directing Certificateholder, the Operating Advisor or a Companion
Holder, is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest
of the Certificateholders and the holder(s) of the related Serviced Companion Loan(s)) (as a collective whole (taking into account
the subordinate or pari passu nature of any related Serviced Companion Loan, as the case may be)), the Special Servicer
or Master Servicer, as applicable, may take any such action without waiting for the Special Servicer’s (in the case of the
Master Servicer), the Directing Certificateholder’s or the Companion Holder’s response (or without waiting to consult
with the Directing Certificateholder, the Operating Advisor or the Companion Holder, as the case may be), provided that
the Special Servicer or Master Servicer, as applicable, provides the Special Servicer (in the case of the Master Servicer) or
the Directing Certificateholder (or the Operating Advisor or the Companion Holder, if applicable) with prompt written notice following
such action including a reasonably detailed explanation of the basis therefor.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, that the Directing Certificateholder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders.


 






    -369- 


     


    

 


The
Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor (a) prior to the occurrence of an
Operating Advisor Consultation Event and only with respect to a Specially Serviced Loan, promptly after the Special Servicer receives
the Directing Certificateholder’s approval or deemed approval with respect to the related Major Decision, and (b) following
the occurrence of an Operating Advisor Consultation Event, simultaneously upon providing such Major Decision Reporting Package
to the Directing Certificateholder (or at the time such Major Decision Reporting Package would otherwise be required to be so
provided without regard to the occurrence of a Control Termination Event or a Consultation Termination Event and otherwise assuming
that the Directing Certificateholder is entitled to receive such documentation). With respect to any Non-Specially Serviced Loan
no Major Decision Reporting Package shall be required to be delivered prior to the occurrence and continuance of an Operating
Advisor Consultation Event. With respect to any particular Major Decision and/or related Major Decision Reporting Package or any
Asset Status Report required to be delivered by the Special Servicer to the Operating Advisor, the Special Servicer shall make
available to the Operating Advisor a Servicing Officer with relevant knowledge regarding any Mortgage Loan and such Major Decision
and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other
things, such Major Decision and/or Asset Status Report. In addition, if an Operating Advisor Consultation Event has occurred and
is continuing, the Special Servicer shall consult with the Operating Advisor (telephonically or electronically) in connection
with any proposed Major Decision (and such other matters that are subject to consultation rights of the Operating Advisor pursuant
to this Agreement) and to consider alternative actions recommended by the Operating Advisor in respect of such Major Decision
(or such other matters), provided that such consultation is on a non-binding basis. In the event that the Special Servicer
receives no response from the Operating Advisor within ten (10) Business Days following the later of (i) its written request for
input on any required consultation and (ii) delivery of all such additional information reasonably requested by the Operating
Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating
Advisor on the specific matter; provided, that (x) a Major Decision Reporting Package shall be included in the Special
Servicer’s initial request and (y) the failure of the Operating Advisor to respond on any specific matters shall not relieve
the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the related
Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect
to any Excluded Loan (regardless of whether an Operating Advisor Consultation Event has otherwise occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Any
Non-Serviced Controlling Holder with respect to a Non-Serviced Whole Loan shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Controlling Holder, with respect to the related Non-Serviced
Whole Loan, may take actions that favor the interests of other parties over the Certificates, and that such Non-Serviced Controlling


 






    -370- 


     


    

 


Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of
Holders of some Classes of the Certificates, that such Non-Serviced Controlling Holder, with respect to such Non-Serviced Whole
Loan, may act solely in its own interests, that such Non-Serviced Controlling Holder shall not be liable to any Certificateholder
by reason of its having acted solely in its own interests, and that such Non-Serviced Controlling Holder shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)       Notwithstanding
anything to the contrary contained herein, (i) after the occurrence and during the continuance of a Control Termination Event,
the Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to this
Agreement; (ii) subject to the DCH Limitations, after the occurrence and during the continuance of a Control Termination Event
but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to receive
any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other
applicable party shall consult with the Directing Certificateholder in connection with any action to be taken or refrained from
taking to the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event, the Directing Certificateholder
shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information
(other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing
Certificateholder.


 


(c)       Notwithstanding
anything herein to the contrary, the Directing Certificateholder shall not have the appointment, termination, consent, consultation
or notice rights described in this Agreement with respect to (i) a Serviced Mortgage Loan that is an Excluded Loan, (ii) a Servicing
Shift Mortgage Loan (provided, that prior to a Control Termination Event, the Directing Certificateholder will be entitled to
exercise all rights of, and receive all notices to be provided to, the “Non-Controlling Note Holder” under the related
Intercreditor Agreement) or (iii) a Serviced AB Whole Loan (prior to the occurrence and continuance of a “control appraisal
event” (or similar term) under the related Intercreditor Agreement with respect thereto (unless otherwise provided in the
related Intercreditor Agreement)) (collectively, the “DCH Limitations”).


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section
7.01   Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)
“Servicer Termination Event,” wherever used herein, means with respect to the Master Servicer or the
Special Servicer, as the case may be, any one of the following events:


 


(i)       (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day


 






    -371- 


     


    

 


and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)       any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)       any
failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty
(30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by ARTICLE XI, (B)
fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days in the
case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer,
as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with
a copy to each other party to this Agreement, by the Holders of Certificates entitled to not less than 25% of all Voting Rights
or, solely as it relates to the servicing of a Serviced Whole Loan if affected by that failure, by the related Serviced Companion
Noteholder; provided, if such failure is capable of being cured and the Master Servicer or Special Servicer, as applicable,
is diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further,
that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)       any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates entitled to not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Whole Loan if affected by such breach, by the related Serviced Companion Noteholder; provided, that if such breach is capable
of


 






    -372- 


     


    

 


being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period
will be extended an additional thirty (30) days; or


 


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


 


(vi)       the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer, as applicable, or of or relating to all or substantially all of its property;
or


 


(vii)       the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)       the
Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within
sixty (60) days; or


 


(ix)       KBRA
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or
more Classes of Certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification,
downgrade, withdrawal or “watch status” placement shall not have been withdrawn by KBRA within sixty (60) days of
such event) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master
Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or


 


(x)       the
Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60)
days of the delisting.


 


(b)       If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of the Directing Certificateholder (solely with respect to the Special Servicer


 






    -373- 


     


    

 


and, in any event, (i) prior to the
occurrence and continuance of a Control Termination Event, (ii) subject to the DCH Limitations and (iii) other than with respect
to a Servicing Shift Whole Loan (unless the Directing Certificateholder is entitled to exercise the termination rights of the
“Non-Controlling Note Holder” under the related Intercreditor Agreement), the holder of the related Servicing Shift
Control Note (solely with respect to a Servicing Shift Whole Loan, and the Special Servicer with respect thereto), the holder
of the related Serviced Subordinate Companion Loan (prior to the occurrence of a Serviced AB Control Appraisal Period with respect
to the related Whole Loan) or the Holders of Certificates entitled to 25% of the Voting Rights, the Trustee shall, terminate (and
the Depositor may direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as applicable, upon five
Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice in
writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage
Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, that the
Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the
Affected Party of such written notice except as otherwise provided in this ARTICLE VII, all authority and power of the
Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer or
the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and Special Servicer each agree that if it is terminated pursuant to
this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt
of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume the Master
Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee
in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been
credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special
Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any
REO Property (provided, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section
7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances
(in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers,
officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination). If replaced as a result of a


 






    -374- 


     


    

 


Servicer Termination Event, the
Master Servicer or Special Servicer, as the case may be, shall be responsible for the costs and expenses associated with the transfer
of its duties.


 


(c)       If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), (ix) or (x), the Master Servicer shall have a forty-five (45) day period after such notice in which to
find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section
7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such
forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the Master
Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties
of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that
affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated,
the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing
Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related
Serviced Whole Loan. A replacement Special Servicer shall be selected by the Trustee or, prior to a Control Termination Event,
by the Directing Certificateholder (subject to the DCH Limitations). Any Special Servicer appointed to replace the Special Servicer
with respect to a Serviced Mortgage Loan that is part of a Serviced Whole Loan cannot at any time be (without the prior written
consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the
direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall
meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing
Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement
Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation
from the applicable rating agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification
of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


(d)       At
any time prior to the occurrence and continuance of a Control Termination Event, subject to the rights of the holder of a related
Serviced Subordinate Companion Loan pursuant to the related Intercreditor Agreement and subject to the DCH Limitations, the Directing
Certificateholder shall be entitled to terminate, with or without cause, the rights (subject to Section 3.11 and Section
6.04) and obligations of the Special Servicer under this Agreement, upon ten (10) Business Days’ notice to the Special
Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective
upon the appointment of a successor special servicer (which must be a Qualified Replacement Special Servicer) meeting the requirements
of this Section 7.01(d). Upon a


 






    -375- 


     


    

 


termination of such Special Servicer, the Directing Certificateholder (subject to the DCH
Limitations) shall appoint a successor special servicer; provided, that (i) such successor will meet the requirements set
forth in Section 7.02, (ii) the Trustee has provided each Rating Agency with a Rating Agency Communication and (iii) no
replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form
8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion
Loan. The recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders
of such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement
special servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights allocable to all the Principal Balance Certificates (taking
into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the
respective Classes thereof pursuant to Section 4.05 hereof) requesting a vote to replace the Special Servicer with a new
special servicer designated in such written direction to assume the duties of the Special Servicer hereunder, (b) payment by such
Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees
and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not be
additional expenses of the Trust and (c) delivery by such Holders to each Rating Agency (with a copy to the Certificate Administrator
and Trustee) of a Rating Agency Communication (which Rating Agency Communication shall be provided at the expense of such Holders),
the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard, which vote shall occur within one hundred-eighty (180) days of the posting of such notice. Upon the written direction
of Holders of Certificates evidencing at least 75% of the Voting Rights that constitute a minimum Certificateholder Quorum, the
Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor
special servicer to assume the duties of such Special Servicer (which must be a Qualified Replacement Special Servicer) designated
by such Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement that each
Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic
mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction
to remove the Special Servicer shall not apply to (i) any Serviced AB Whole Loan for which the holder of the related Serviced
Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period or (ii) any Servicing Shift Whole Loan.


 


With
respect to any Serviced Whole Loan, notwithstanding any contrary provision in the related Intercreditor Agreement, the Directing
Certificateholder shall only be permitted to terminate the Special Servicer under the circumstances set forth above.


 






    -376- 


     


    

 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of a Serviced AB Control
Appraisal Period and to the extent provided under the related Intercreditor Agreement, to replace the Special Servicer solely
with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation; (B)
the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes the Special
Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and after the
date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement reasonably
satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel
reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement to serve as
Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement with
respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable
against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder (or, if a Control Termination Event has occurred and is continuing, acting at the direction
of the Special Servicer)) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special
Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with
respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement
special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event under the
related Non-Serviced PSA, by the related Non-Serviced Controlling Holder; provided, that any successor special servicer appointed
to replace the special servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate
thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent
of the Directing Certificateholder.


 


Each
Servicing Shift Control Note holder shall have the right, to the extent provided under the related Intercreditor Agreement, to
replace the Special Servicer solely with respect to the related Servicing Shift Whole Loan, as applicable, so long as: (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after
the date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of
the Special Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to the related
Servicing Shift Whole Loan, pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and
(C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator
to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement,
(y) such


 






    -377- 


     


    

 


replacement will be bound by the terms of this Agreement with respect to related Servicing Shift Whole Loan, and (z)
subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance
with the terms hereof.


 


If
at any time the Operating Advisor, in its sole discretion exercised in good faith determines that (i) the Special Servicer
is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and
(ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole,
the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a
written report, substantially in the form of Exhibit W attached hereto, setting forth the reasons supporting its
recommendation (along with any information the Operating Advisor considered relevant to its recommendation) and recommending
a replacement Special Servicer (which form may be modified or supplemented from time to time to cure any ambiguity or error
or to incorporate any additional information, subject to compliance of such form with the terms and provisions of this
Agreement; provided, further, that in no event shall the information or any other content included in such
written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation (along
with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate
Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report on the
Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct the solicitation of
votes of all Certificates in such regard. Upon (i) the receipt of an affirmative vote of Holders of Certificates representing
a majority of the aggregate outstanding principal balance of all Certificates whose Holders voted on the matter
(provided that the Certificateholders and/or Certificate Owners that so voted on the matter (A) hold Certificates
representing at least 20% of the outstanding principal balance of all Certificates on an aggregate basis and (B) include at
least three Certificateholders and/or Certificate Owners that are not affiliated or Risk Retention Affiliated with each
other) within 180 days of posting of the Operating Advisor’s recommendation to the Certificate
Administrator’s Website and (ii) the delivery of a Rating Agency Communication to each Rating Agency by the Certificate
Administrator following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate all of the rights
and obligations of the Special Servicer under this Agreement and appoint the successor special servicer recommended by the
Operating Advisor and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The
reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with
providing such Rating Agency Communications and administering such vote and the Operating Advisor’s identification of a
Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not
receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed
to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor
hereunder. If the Special Servicer is terminated pursuant to this Section 7.01(d), the Directing Certificateholder may
not subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof. Notwithstanding the
foregoing, the Operating Advisor’s recommendation to remove the Special Servicer as described above


 






    -378- 


     


    

 


shall not apply to (i) any Serviced AB Whole Loan for which the holder of the related Serviced Subordinate
Companion Loan is not subject to a Serviced AB Control Appraisal Period or (ii) any Servicing Shift Whole Loan.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)       The
Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required
by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not be
construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)       Notwithstanding
the foregoing, if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion
Loan or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction
of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will
be responsible for servicing the related Serviced Whole Loan.


 


(g)       Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
shall be entitled to select (and may remove and replace with or without cause) an Excluded Special Servicer, as successor to the
resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence
and during the continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is also an Excluded
Loan or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within
thirty (30) days of notice of such resignation, the resigning Special Servicer shall select the related Excluded Special Servicer.
The resigning Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded
Special Servicer or with respect to the identity of the applicable Excluded Special Servicer and shall, absent


 






    -379- 


     


    

 


negligence, willful
misconduct or bad faith, be indemnified by the Trust pursuant to Section 6.04(a) for any loss, liability or expense incurred
in connection with any legal action relating to this transaction resulting solely from the identity or actions of such Excluded
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would
not result in a qualification, downgrade or withdrawal of any of their then current ratings of the Certificates and the equivalent
from each NRSRO hired to provide ratings with respect to any class of Serviced Companion Loan Securities (provided, that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation with respect to the
Certificates pursuant to Section 3.25 hereof), (ii) the applicable Excluded Special Servicer is a Qualified Replacement
Special Servicer and (iii) the applicable Excluded Special Servicer delivers to the Depositor and the Certificate Administrator
and any applicable Other Depositor and Other Certificate Administrator the information, if any, required pursuant to Item 6.02
of the Form 8-K regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan (including, without
limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related Excluded Special Servicer shall
resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special
Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer
shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during
such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan (provided
that the Special Servicer will remain entitled to all other special servicing compensation with respect to all Mortgage Loans
and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual
knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02   Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special
Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05
or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable
successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor
to such party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided
in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in
all respects in its capacity as Master Servicer or Special Servicer, as applicable,


 






    -380- 


     


    

 


under this Agreement and the transactions
set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section
3.11 and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating
thereto and that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by
the terms and provisions hereof; provided, that any failure to perform such duties or responsibilities caused by the
terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the
appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have
arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the
Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master
Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of
the predecessor Master Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its
obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as
compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans or the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment
pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special
Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special
Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or
the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with
respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be,
and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if
the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect
to the Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) subject to the
DCH Limitations) or the Holders of Certificates entitled to more than 50% of the Voting Rights (or the related Controlling
Holder (to the extent set forth in the related Intercreditor Agreement, solely with respect to the related Serviced Whole
Loan and the special servicer in respect thereof)) so request in writing to the Trustee, promptly appoint, or petition a
court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set
forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as
applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master
Servicer or Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until (i) the assumption in writing by the successor to the Master Servicer or the Special
Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency
Confirmation from each Rating Agency and


 






    -381- 


     


    

 


confirmation of the applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such
appointment (solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance of a
Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form
8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master
Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall
act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to the
Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, that no such
compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in
excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the
Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such succession. Any reasonable out-of-pocket costs
and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such
predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor master servicer or special servicer for such expenses within 90 days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special
Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master
Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an
affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a
termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and
expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance
with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master
Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant
to this paragraph.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer,
it may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the
resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce
the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 7.02.


 






    -382- 


     


    

 


Section
7.03    Notification to Certificateholders. (a) Upon any resignation of the Master Servicer or the
Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section
7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.


 


(b)       Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04    Waiver of Servicer Termination Events. The Holders of Certificates entitled to at least
66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may
waive such Servicer Termination Event; provided, that a Servicer Termination Event under clause (i), (ii), (viii), (ix)
or (x) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected
Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to
obligations under ARTICLE XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer
Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every
purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the
Certificate Administrator shall be entitled to recover from the Trust all costs and expenses incurred by it in connection
with enforcement action taken with respect to such Servicer Termination Event prior to such waiver. No such waiver shall
extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent
expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination
Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other
Person held such Certificates.


 


Section
7.05   Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its
obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x)
within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a
Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has
actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related
Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure
pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by the Trustee,
the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without
limitation, the Master Servicer’s rights of reimbursement and interest on each


 






    -383- 


     


    

 


Advance at the Reimbursement Rate, and
rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be,
(without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its
obligations hereunder); provided, that if Advances made by the Trustee and the Master Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the
interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such
Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance
hereunder.


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01   Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate
Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer
Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee
and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


 


(b)       The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of ARTICLE II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)       No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, that:


 






    -384- 


     


    

 


(i)       Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)       Neither
the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that the Trustee
or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to not less than 25% (i)
of the Percentage Interests of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)       The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement
to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section
8.02    Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise
provided in Section 8.01:


 


(i)       The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)       The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete


 






    -385- 


     


    

 


authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)       Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)       Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)       The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, that the appointment of such agents or attorneys shall not relieve
the Trustee or the Certificate Administrator of its duties or obligations hereunder;


 






    -386- 


     


    

 


provided, further, that the
Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is
a Prohibited Party;


 


(vii)       For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a
Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer) or of the Depositor, the Operating Advisor or
the Asset Representations Reviewer;


 


(ix)       Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)       In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)       Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers; provided, that the knowledge of employees performing special servicing functions shall not be imputed to employees performing
master servicing functions and vice versa;


 


(xii)       Other
than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate
Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, but
not limited to lost profits), even if the Trustee or the Certificate


 






    -387- 


     


    

 


Administrator, as applicable, has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(xiii)       In
connection with any vote or any other exercise by Certificateholders of their rights hereunder, neither the Trustee nor the Certificate
Administrator is under any obligation to advise or consult with Certificateholders about the matter that is the subject of such
vote or exercise of rights other than process-related questions regarding the administration of any vote; and


 


(xiv)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03    Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or
Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or
the Certificate Administrator in Sections 2.02 and 2.04 and the signature, if any, of the Certificate Registrar
and Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the
Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set
forth thereon) or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be
accountable for the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage
Loans to the Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or on behalf
of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The
Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant
to this Agreement.


 


Section
8.04   Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate
Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee
of Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.


 






    -388- 


     


    

 


Section
8.05    Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and
Certificate Administrator. (a) As compensation for the performance of its duties hereunder, the Certificate Administrator
will be paid the Certificate Administrator/Trustee Fee equal to the Certificate Administrator’s portion of one
month’s interest at the Certificate Administrator/Trustee Fee Rate, which shall cover recurring and otherwise
reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator/Trustee Fee shall be paid
monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO
Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the
Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee Fee shall accrue from time to time at the
Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall be computed in the same manner
as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon
is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee
of an express trust) shall be payable by the Certificate Administrator to the Trustee from the Certificate
Administrator/Trustee Fee and shall constitute the Trustee’s sole form of compensation for all services rendered by it
in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the
Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The
Certificate Administrator/Trustee Fee shall constitute the Certificate Administrator’s sole form of compensation for
the exercise and performance of its powers and duties hereunder, except for the reimbursement of expenses specifically
provided for herein. No Trustee Fee or Certificate Administrator/Trustee Fee shall be payable with respect to any Companion
Loan.


 


(b)       The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments, and amounts paid
in settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder, and reasonable legal fees and expenses relating to the enforcement of such indemnity) arising out of, or incurred
in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise
and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively (including
in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate
Registrar, and 17g-5 Information Provider) hereunder; provided, that none of the Trustee or the Certificate Administrator,
nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for
(i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator,
respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance
with any of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the
terms hereof or


 






    -389- 


     


    

 


(iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance
of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee
specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein.
The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of
the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall
also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and
Authenticating Agent.


 


(c)       The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs (including any reasonable legal fees
and expenses relating to the enforcement of such indemnity), judgments and other costs and expenses incurred by the Depositor,
any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator,
in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence, bad
faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in
any other capacity in which the Certificate Administrator is required to make available information to a Privileged Person that
is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section
8.06    Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and
the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a
corporation, national bank, national banking association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the
trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the
Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to,
the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution
insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at
least “A” by S&P, “A-” by Fitch and, if rated by KBRA, “A” by KBRA; provided
that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it
maintains a long-term unsecured debt rating of no less than “BBB” by S&P and “A-” by Fitch, (b)
its short-term debt obligations have a short-term rating of not less than “A-1” from S&P and “F1”
by Fitch and (c) the Master Servicer maintains a rating of at least “A” by S&P and “A+” by Fitch
and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined


 






    -390- 


     


    

 


capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office
is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as
applicable shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii)
pay such tax at no expense to the Trust or (iii) administer the Trust REMICs or the Grantor Trust, as applicable, from a state
and local jurisdiction that does not impose such a tax.


 


Section
8.07    Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and
the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator,
as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all
Certificateholders. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in
accordance with Section 3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the
Depositor and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c). Upon receiving such notice of resignation, the Depositor shall use its
reasonable best efforts to promptly appoint a successor trustee or successor certificate administrator acceptable to the
Master Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate
Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the
Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable, by
the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor. The
Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out of pocket costs and expenses of
each other party hereto and each Rating Agency in connection with its resignation.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section


 









    -391- 


     


    

 


9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, at such removed party’s
cost, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument, in
duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee
or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee
or certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving
of such notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for
the appointment of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)       The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all reasonable costs and expenses associated with the transfer of its duties.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 






    -392- 


     


    




 


(e)       Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the
extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Morgan
Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 or in blank, and (ii) in the case
of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan
was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any
successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage
Pass-Through Certificates, Series 2019-H7 or in blank; provided, that, notwithstanding anything to the contrary herein,
to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to
comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to
execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian
shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee,
as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage
Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be
made for any reason, to note the same in such certification.


 


(f)       Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08      Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become
effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if
originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held on its behalf by the Custodian, which


 



    -393- 


     


    

 


Custodian, at Custodian’s option shall become the agent of the
successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute
and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder.


 


(b)       No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)       Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09      Merger or Consolidation of Trustee or Certificate Administrator. Any Person into
which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be
a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the
Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided
that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special
Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable.
If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request
to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. No co-trustee or separate trustee hereunder shall be


 



    -394- 


     


    

 


required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s)
or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust
Fund.


 


(b)       In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)       Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this ARTICLE VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)       Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section
8.11      Appointment of Custodians. The Certificate Administrator is hereby appointed as
the Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the
retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the
Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more
Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other than
the initial Custodian. Any Custodian


 



    -395- 


     


    

 


appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12      Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date,
that:


 


(i)        The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)       The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


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


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


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


 






    -396- 


     


    

 


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


 


Section
8.13      Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master
Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any
change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written
notice of such change). The Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the
information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and
the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not
sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of
the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced
Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion
Noteholders has not been provided to the Certificate Administrator, Master Servicer or Special Servicer, as
applicable.


 


Section
8.14      Representations and Warranties of the Certificate Administrator. The Certificate
Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the
Certificateholders, as of the Closing Date, that:


 


(i)         The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)        The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


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


 






    -397- 


     


    

 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate
Administrator to perform its obligations under this Agreement;


 


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


 


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


 


Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in
effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities
and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer is required to obtain, verify and record certain information relating to individuals and
entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the
Master Servicer, as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to this
Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon
its respective reasonable request from time to time such identifying information and documentation as may be available for
such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to
comply with Applicable Laws.


 






    -398- 


     


    

 


ARTICLE
IX



TERMINATION


 


Section
9.01 Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section
9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator
(other than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter
set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the
Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i)
the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject
hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of
all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent
MAI-designated appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling Class), (3)
the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such termination, unless
the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property
secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the
pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced
Master Servicer in accordance with clauses (2) and (3) above, minus (b) solely in the case where the Master
Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued
and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and
any unpaid Servicing Fees and any related Pari Passu Loan Primary Servicing Fees, remaining outstanding and payable solely to
the Master Servicer or Non-Serviced Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master
Servicer or Non-Serviced Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class
A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange
by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and


 



    -399- 


     


    

 


provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right,
to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO
Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In
the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V and Class R Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, (i) shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and
owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through
the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to
the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account and (ii)
if the aggregate Stated Principal Balance of the Mortgage Loans and the portion of any REO Loans held by the Trust is equal to
or greater than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement, shall
pay to the Master Servicer an amount equal to (x) the product of (I) the Prime Rate, (II) the aggregate of the Certificate Balances
of the then-outstanding Principal Balance Certificates as of the date of such exchange and (III) three, divided by (y) 360, and
shall pay the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to such exchange. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess
Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution on
the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class V and Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be
liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such
amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the


 



    -400- 


     


    

 


Companion Paying Agent shall terminate with respect to any Serviced Companion Loan to the
extent (i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice
to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the
Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Preliminary Statement (solely for the purposes of this calculation, if such right is
being exercised after August 2029 and the FedEx Niles Mortgage Loan is still an asset of the Trust Fund, then such Mortgage Loan
shall be excluded from the initial aggregate Cut-off Date Balance of the Mortgage Loans and the then-aggregate Stated Principal
Balance of the Mortgage Loans). This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event
that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution
Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates
is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof
payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in
the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts
required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the first paragraph of
Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise be held for
future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release or cause
to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall be necessary to effectuate transfer
of the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund.


 






    -401- 


     


    

 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class
R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the
Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating
the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other
location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant
to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates
(i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC
Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) to Holders of the Class V
Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining
amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable.
Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final
Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest
in accordance with Sections 4.01(a), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed on such
Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and
Section 4.01(h).


 


Section
9.02      Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases,
or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and
the Trust’s portion of each


 



    -402- 


     


    

 


REO Property remaining in the
Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in
accordance with the following additional requirements, which meet the definition of a “qualified liquidation” in Section
860F(a)(4) of the Code:


 


(i)        the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)       during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)      within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01    REMIC Administration. (a) The Certificate Administrator shall prepare or cause to be prepared, and file or
cause to be filed with the IRS, on behalf of each Trust REMIC an application for a taxpayer identification number for such
REMIC on IRS Form SS-4 or obtain such number by other permissible means. The Certificate Administrator shall make elections
or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State
and Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year
ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For
the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be
designated as the “regular interests” and the Class UR Interest shall be designated as the sole class of
“residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier
REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests” and the
Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None of
the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the
meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 






    -403- 


     


    

 


Any
Threshold Event Collateral posted by a Serviced Subordinate Companion Loan holder shall be held by or at the direction of the
Master Servicer in an outside reserve fund which shall not be an asset of any REMIC, and the party that posted such Threshold
Event Collateral shall be the owner of such outside reserve fund, all within the meaning of Treasury Regulations Section 1.860G-2(h).
Any such Threshold Event Collateral shall be applied in the same manner as collections on the related Serviced AB Whole Loan,
as and to the extent provided for in the related Intercreditor Agreement, including without limitation by means of the Trustee,
the Master Servicer or the Special Servicer drawing on any letter of credit delivered as Threshold Event Collateral as and to
the extent provided for in the related Intercreditor Agreement.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence.


 


(d)       By
acceptance thereof, the Holders of the Class R Certificates hereby agree to the irrevocable designation of the Certificate Administrator
as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code.


 


(e)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(f)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) Form 8811 to the Internal Revenue Service within thirty
(30) days after the Closing Date.


 


(g)       The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the


 



    -404- 


     


    

 


scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(h)       In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(h); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and


 



    -405- 


     


    

 


withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates
(as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the
Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a), to the
extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(i)        The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(j)        Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(k)       Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(l)        Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount
of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(m)       None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of
a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by


 



    -406- 


     


    

 


foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to ARTICLE IX of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to ARTICLE II or ARTICLE III of this Agreement) or
acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO
Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(n)       The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
any Class R Certificateholder, past or present. Each Class R Certificateholder agrees, by acquiring such Certificate, to any such
elections.


 


Section
10.02    Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this ARTICLE
X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this ARTICLE
X either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or
obligations under this ARTICLE X by virtue of the appointment of any such agents or attorneys.


 


(b)       The
Certificate Administrator may execute any of its obligations and duties under this ARTICLE X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this ARTICLE
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03    Depositor, Master Servicer and Special Servicer to Cooperate with Certificate
Administrator. (a) The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10)
days after the Depositor receives a request from the Certificate Administrator, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the
Certificates.


 


(b)       The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04    Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC


 



    -407- 


     


    

 


Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator
shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC
Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a
REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the
Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each
REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under the
laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)       Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action
taken by it as such at the direction of the Certificate Administrator.


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01 Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of ARTICLE XI
of this Agreement is to facilitate


 



    -408- 


     


    

 


compliance by the
Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of
Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its rights to request
delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations
of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change
over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the
Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good
faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the
extent such interpretations require compliance and are not “grandfathered”). In connection with the Morgan Stanley
Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, and any Other Securitization subject to
Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced
Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other
Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any
and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary
in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or
such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to
the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this ARTICLE XI,
to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such
party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section
11.02    Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and
Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as
contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator under this
Agreement by any Person (i) into which the Master Servicer and Special Servicer, such Sub-Servicer or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and Special
Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing the Master Servicer and
Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicer and Special 



    -409- 


     


    

 


Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the effective
date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information
relating to such successor reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02
of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act);
provided that if disclosing such information prior to such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator, as the case may
be, shall submit such disclosure to the Depositor no later than the first Business Day after the effective date of such succession
or appointment.


 


(b)       Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor
related to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance
satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor,
as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor
related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section
11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect
to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by
such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons
any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of
doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under


 



    -410- 


     


    

 


this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)       In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)       Notwithstanding
anything to the contrary contained in this ARTICLE XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its
obligations under such Initial Sub-Servicing Agreement.


 


(f)       Any
information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any applicable
expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the information
relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.02.


 


Section
11.03    Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in
connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections
11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for
execution by


 



    -411- 


     


    

 


the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the
Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s
Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) System) such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form ABS-EE/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or
Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section
11.04    Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution
Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The
Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto.
Any disclosure in addition to the Distribution Date Statement that is required to


 



    -412- 


     


    

 


be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by
the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and
the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit
BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to (410) 715-2380, Attn: CTS
SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index
Key” for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the
time period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the
immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and
the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. Such Form 10-D shall also incorporate the most


 



    -413- 


     


    

 


 recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed
on or prior to the filing of such Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of
the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause
(ii) of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after
the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer)
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master
Servicer or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: Amy Kim, Telephone: (212) 762-5079. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)       To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received (a “Special


 






    -414- 


     


    

 


 Notice”) disclosure
regarding the request to communicate, and such disclosure is required to include the following and no more than the following:
(a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement
to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to
contact the requesting Certificateholder or Certificate Owner. Disclosure in substantially the following form shall be deemed
to satisfy the requirements in the preceding sentence:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].


 


(c)       After
preparing the Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of the Forms 10-D and ABS-EE
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Forms 10-D and ABS-EE, respectively, and, a duly authorized officer of the Depositor shall sign the Forms
10-D and ABS-EE and return an electronic or fax copy of such signed Forms 10-D and ABS-EE (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole
discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the
requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s
board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable,
in which case the Certificate Administrator shall sign such Forms 10-D and ABS-EE, as applicable, as attorney in fact for the
Depositor. As provided in Section 11.04(d), the Certificate Administrator shall file such Form ABS-EE, upon receipt of
the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be
filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator.
The signing party at


 



    -415- 


     


    

 


the Depositor for any Form 10-D or Form ABS-EE can be contacted at the address identified in Section 13.05.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c). Neither the
Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D and Form ABS-EE, respectively,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE,
respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(d)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to
be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator
pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional
File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall file such Schedule AL Additional
File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule
AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review, redact, reconcile, edit
or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL
Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form
ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate
Administrator) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions for the Master
Servicer related to the filing shall be directed to Midland Loan Services, a Division of PNC Bank, National Association at the
email address provided with the submission of the CREFC® Schedule AL File and Schedule AL Additional File (or such other email
address or phone number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer). The
Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that the Depositor may pose to
the Master Servicer regarding the data or information contained in any CREFC® Schedule AL File or Schedule AL Additional File
(other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex
A-1 to the Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional
File, as applicable, to the Certificate Administrator. The Certificate Administrator, the Master Servicer and the Depositor shall
each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding
any CREFC® Schedule AL File or any Schedule AL Additional File in a timely manner.


 






    -416- 


     


    

 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: Amy Kim, Telephone: (212) 762-5079. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


(e)       Any
notice and/or information furnished pursuant to this Section 11.04 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 


Section
11.05 Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood
that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act
(the “10-K Filing Deadline”), commencing in March 2020, the Certificate Administrator shall prepare and file
on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time
frames set forth in this Agreement:


 


(i)        an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)       (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such material instance of noncompliance (including whether the identified instance
was determined to have involved the servicing of the Mortgage Loans and any steps taken to remedy such material instance of noncompliance),
or if such report on assessment of compliance with servicing criteria described under Section 11.10 is not included as
an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


 


(iii)       (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the


 



    -417- 


     


    

 


 Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)       if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)       a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
CC to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2020, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the
parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during


 



    -418- 


     


    

 


the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at the address
identified in Section 13.05. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K is contingent upon the
parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by
any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results
from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement
(or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange for execution or
file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)       Any
notice and/or information furnished pursuant to this Section 11.05 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services,


 



    -419- 


     


    

 


specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.05.


 


Section
11.06    Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust
or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian and the Operating Advisor shall provide, and
(i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is
a Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii)
with respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect
to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the
Sarbanes-Oxley Certification for the Trust or, subject to the reimbursement of any applicable expenses under Section
11.15, any Other Securitization that includes a Serviced Companion Loan (individually and collectively, the
“Certifying Person”), on or before March 1st of each year commencing in March 2020, a certification in the
form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each,
a “Performance Certification”), as applicable, on which each Certifying Person, the entity for which such
Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors
and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In
addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization (an
“Other Securitization”) and the Reporting Servicer is provided with timely and complete contact
information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior
written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other
Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the
matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on
which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such
entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a
Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which
may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the
Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if
applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each
such annual compliance statement or report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section
11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any


 



    -420- 


     


    

 



applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide
a certification to each affected Certifying Person pursuant to this Section 11.06 with respect to the period of time
it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Each
such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section
11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information
provided to such Reporting Servicer by third parties (including a “significant obligor”, but other than an
Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to
such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields
of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been
left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for
each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section
11.07    Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form
8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it
receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form
8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that
is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to
the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and
approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty


 



    -421- 


     


    

 


 under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly,
but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at the address identified
in Section 13.05. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its
duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither the Trustee nor
the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate
Administrator’s inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed
to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged
by such Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after
its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 






    -422- 


     


    

  


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


 


Section
11.08    Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to
the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust
under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the
Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such
form, the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section
11.07 shall be suspended and reports or certifications due under Section 11.09, Section 11.10 and Section
11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the
Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15
Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume
its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D,
ABS-EE and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all
parties’ obligations under this ARTICLE XI shall recommence.


 


Section
11.09    Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special
Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (but only if an advance was made by
the Trustee in the related calendar year) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying
Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to
and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on
or before March 1st of each year, commencing in March 2020, deliver to the Trustee, the Certificate Administrator (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and
the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s
Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably
acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s
activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under
this Agreement, or the applicable sub-servicing agreement or


 



    -423- 


     


    

 


primary servicing agreement in the case of an
Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material
respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the
Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional
Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause
such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or,
in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the
Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may
review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any
failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a
servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or
Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying
Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such
Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such
statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the
case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer,


 



    -424- 


     


    

 


the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided,
and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other
Certificate Administrator (to the extent such item and/or information relates to a party that services, specially services or
is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.09.


 


Section
11.10    Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March
1st of each year, commencing in March 2020, the Master Servicer, the Special Servicer (regardless of whether the Special
Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, that the Trustee shall be
required to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the
Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall
furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function Participant, use
commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause (or, in the case of a Sub-Servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires
the Master Servicer to retain, use commercially reasonable efforts to cause) such Servicing Function Participant to furnish)
to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form
provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation
AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such
Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that
such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C)
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending
the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if
there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an
attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for such period. If the party’s assessment compliance or the related attestation report identifies any material
instance of noncompliance with the Relevant Servicing Criteria, such party shall also provide a discussion of (1) whether the
identified instance was determined to have involved the servicing of the Mortgage Loans and (2) any steps taken to remedy
such identified instance of non-compliance to the extent related to its activities with respect to asset-backed securities
transactions taken as a whole involving such party and that are backed by the same asset type backing the Certificates.


 



    -425- 


     


    

 


With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and
substance similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format,
or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar
year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)       The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the


 



    -426- 


     


    

 


assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii)
with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(d)       Each
of the Operating Advisor, the Master Servicer and the Special Servicer may at any time request from the Certificate Administrator
confirmation of whether a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred
during the previous calendar year, and upon such request the Certificate Administrator shall deliver such confirmation to the
Operating Advisor, the Master Servicer or Special Servicer, as applicable, within fifteen (15) days of such request.


 


(e)       Any
certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section 11.10
shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other
Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section
11.10.


 


Section
11.11    Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year,
commencing in March 2020, the Master Servicer, the Special Servicer, the Trustee (provided, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense,
shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially
reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such
Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or
the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee, the


 



    -427- 


     


    

 


 Certificate Administrator (who will promptly post such report on the Certificate Administrator’s
Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of
a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day
following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has
obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion
that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of
such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section
11.12    Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless
each Certification Party from


 



    -428- 


     


    

 


and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs (including any reasonable legal fees
and expenses relating to the enforcement of such indemnity), judgments and other costs and expenses incurred by such Certification
Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the
Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this
ARTICLE XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer,
the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the
performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs (including any reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments and any other
costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide any of
the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify
a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor
to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in
any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which


 



    -429- 


     


    

 


information
is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission
or its staff; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained
by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12.
If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response
and/or resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party
shall use reasonable efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor
on all correspondence with the Commission or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s
expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor shall cooperate with
any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate
directly with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected
Reporting Party and to notify the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party
shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension
of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or Other Depositor, as
applicable) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or Other
Depositor’s expense, as applicable, as set forth above) and any amendments to any reports filed with the Commission or its
staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from
the Depositor or Other Depositor, as applicable. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the
Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion
of similar provisions in the related sub-servicing or similar agreement. Upon resolution with the Commission, and subject to the
reimbursement of any applicable expenses under Section 11.15, the Affected Reporting Party shall promptly provide, to each
Other Depositor the appropriate revised reports, updated or revised information contained in any report filed by the Other Depositor
under the Reporting Requirements, or any updated or revised material communications in connection with the response and/or resolution
with the Commission or its staff, if and to the extent such reports, information and/or communications relate to information that
was previously provided to the Other Depositor and would reasonably be expected to be contained in a report filed by the Other
Depositor under the Reporting Requirements of an Other Pooling and Servicing Agreement.


 






    -430- 


     


    

 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under
the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered
into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator.


 


Section
11.13    Amendments. This ARTICLE XI may be amended with the written consent of the parties hereto pursuant to Section
13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11
shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, without a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


Section
11.14    Regulation AB Notices. Any notice, report or certificate required to be delivered by any of
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE XI may be
delivered via email (and


 



    -431- 


     


    

 


additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com.


 


Section
11.15    Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion
Loans. (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and
the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed
with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a
permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with
the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization
that is required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to
the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee)
information about itself that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119
and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage
Loan Seller to provide such other information as may be reasonably necessary to comply with the requirements of Regulation
AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer understands that such
information may be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to
negotiate in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related
depositor and underwriters involved in the offering of the related Certificates harmless for any costs, liabilities, fees and
expenses (including any reasonable legal fees and expenses relating to the enforcement of such indemnity) incurred by the
depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements or
omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon
any such information provided by the Trustee (where such information pertains to the Trustee individually and not to any
specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such
information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate
Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information pertains to
the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations under
this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to any
specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such
depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and
(ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the
cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar to
those delivered with respect to the offering material for this securitization by the Master Servicer or the Special Servicer,
Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection with the information
concerning such party in the offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding the
foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator the Master Servicer or
the Special Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan
Securitization is


 



    -432- 


     


    

 


substantially and materially similar to the information provided by such party with respect to the offering
materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes
in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). Any
indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in
connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related
indemnification agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s
obligations otherwise set forth above and/or elsewhere in ARTICLE XI that the applicable Mortgage Loan Seller (or
permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business Days)
of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the
reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing
and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and, other than in respect of Form ABS-EE, the Special Servicer
shall (and the Master Servicer and, other than in respect of Form ABS-EE, the Special Servicer shall use commercially reasonable
efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to), upon
request or notice from such parties (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), cooperate with the depositor, trustee, certificate administrator,
master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE
and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in
which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification
with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer
within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than
the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced
Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer
of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange
Act; provided, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall consult with any sub-servicer
appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master
Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation
of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect


 



    -433- 


     


    

 


to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(c).


 


(d)       On
or before March 1st of each year (commencing in March 2020) during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing
criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant
to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB.
Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all
material respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to
be in compliance with the provisions of this Section 11.15(d).


 






    -434- 


     


    

 





(e)       On
or before March 1st of each year (commencing in March 2020) during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses (including any reasonable legal fees and expenses relating to the enforcement of
such indemnity) incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master servicer
as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable
set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect
to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required
to be provided by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is
not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB.
Such information, reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later
than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver
its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 






    -435- 


     


    

 


(g)       There
is no “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) related to the Trust. With respect
to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified the
Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion
Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the
first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements of such
“significant obligor” for any calendar year, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2)
Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more
Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as
calculated by the Master Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs
less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as reported by the related Mortgagor in such financial statements.


 


If
the Master Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such
financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify
the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and
shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that
such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information. The Master Servicer shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain
the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from
the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial


 



    -436- 


     


    

 


information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward
an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and
Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Such
financial information shall be collected (if applicable), prepared and/or calculated by the party responsible for such collection,
preparation and/or calculation set forth in Section 3.12 and delivered as set forth in Section 3.12(b).


 


(h)       If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this ARTICLE XI with respect such Other Securitization shall remain
in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16     [RESERVED]. 


 


Section
11.17    Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall
be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under  this ARTICLE XI as provided for in such clause
(iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided
for in this ARTICLE XI; provided that if any such party fails to comply with the delivery requirements of this ARTICLE
XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither
the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii)
of the definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this ARTICLE
XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this
Agreement, for failing to deliver any item required under this ARTICLE XI by the time required hereunder with respect
to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange
Act reports.


 


ARTICLE
XII



the asset representations reviewer


 


Section
12.01    Asset Review.


 


(a)       On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each


 



    -437- 


     


    

 


other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this ARTICLE XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Distribution Report in the Form 10-D
relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that
caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below
are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”.
On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer or the Special Servicer, as applicable, shall determine whether (1) any additional
Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses
(1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit
SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If
Certificateholders entitled to not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders and the Asset Representations Reviewer and conduct a solicitation
of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset
Review by Holders of Certificates entitled to both (i) a majority of the Voting Rights allocable to those Certificateholders who
cast votes and (ii) a majority of the Voting Rights that constitute a minimum Asset Review Quorum within 150 days of the receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall
promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing
Certificateholder and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review
Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator
with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as
a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator


 



    -438- 


     


    

 


has timely received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative
Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence.
After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any
additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote shall be paid by the related Mortgage
Loan Seller; provided, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety
(90) days of written request by the Certificate Administrator, such amount shall be paid by the Trust following delivery by the
Certificate Administrator of evidence reasonably satisfactory to the Enforcing Servicer of such insolvency or failure to pay such
amount; provided, further, that notwithstanding any payment of such amount by the Trust to the Certificate Administrator,
such amount shall remain an obligation of the related Mortgage Loan Seller, and the Enforcing Servicer shall determine in accordance
with the Servicing Standard whether it is in the best interest of Certificateholders to pursue and, if it so determines, pursue
remedies against such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts
from such Mortgage Loan Seller. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)       (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all Mortgage
Loans), the Master Servicer (with respect to clause (6) below for all Non-Specially Serviced Loans) and the Special Servicer
(with respect to clause (6) for Specially Serviced Loans), in each case to the extent in such party’s possession,
shall promptly, but in no event later than ten (10) Business Days (except with respect to clause (6)) after receipt of such notice
from the Certificate Administrator, provide the following materials to the extent in their possession to the Asset Representations
Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement
and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 






    -439- 


     


    

 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged defect or breach
with respect to any Delinquent Loan; and


 


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described pursuant to clause (ii) hereof.


 


(ii)       If
the Asset Representations Reviewer determines that it is missing any document that is required to be part of the Review Materials
for such Mortgage Loan that was entered into or delivered in connection with the origination of the related Mortgage Loan that
is necessary in connection with its completion of any Asset Review, the Asset Representations Reviewer shall promptly, but in
no event later than ten (10) Business Days after receipt of the Review Materials identified in clauses (1) - (5)
above, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, of such missing documents, and request that the Master Servicer or the Special Servicer, as applicable,
promptly, but in no event later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer,
deliver to the Asset Representations Reviewer such missing documents to the extent in its possession. In the event any missing
documents are not provided by the Master Servicer or Special Servicer, as applicable, within such ten (10) Business Day period,
the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller. The related Mortgage Loan
Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such additional documents only to the extent
in the possession of such Mortgage Loan Seller but in any event excluding any documents that contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications (and, if such
documents are not in its possession, solely with respect to any Mortgage Loan sold by such Mortgage Loan Seller that is a Non-Serviced
Mortgage Loan, Mortgage Loan Seller shall be required to make a request under the applicable Non-Serviced PSA for any such documents
that are not in its possession). In the event any missing documents with respect to a Non-Serviced Mortgage Loan are not provided
by the Mortgage Loan Seller, the Asset Representations Reviewer shall request such documents from the parties to the related Non-Serviced
PSA, to the extent that the Asset Representations Reviewer is entitled to request such documents under such Non-Serviced PSA.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations


 



    -440- 


     


    

 


 Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)       Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to the Secure
Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such
review, the “Asset Review”); provided, the Asset Representations Reviewer may, but is under no obligation to,
modify any Test and/or associated Review Materials if, and only to the extent, the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard; provided, further, that no such modification will be permitted
to the extent that it eliminates any Test item or Review Material that is otherwise still applicable to the Asset Review. The
Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ (each
such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall
be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent
Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote
is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)       No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)      The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)     The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty-five (45)
Business Days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations
Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered
to the Asset Representations Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) within ten (10) Business Days following the
request by the Asset Representations Reviewer, as described in Section 12.01(b)(ii), the Asset Representations Reviewer
shall list such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests
and the reasons why


 



    -441- 


     


    

 


such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so
concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to all Mortgage Loans) and to the related Mortgage Loan Seller. If the preliminary report indicates that any of
the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90)
days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents provided or explanations
given to support a Test pass conclusion or that any missing documents in the Review Materials are not required to complete a Test
shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer. The Asset Representations
Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that
there is no Test failure with respect to the related Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Secure Data
Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y) within the ten (10) days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller, which, in each case, shall be the responsibility of the Enforcing Servicer pursuant to Section
2.03(f) of this Agreement.


 


(ix)       In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the
related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver
an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation
received by the Asset Representations Reviewer with respect


 



    -442- 


     


    

 


to the related Delinquent Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)       Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer
determines that a Material Defect exists, it shall enforce the obligations of the applicable Mortgage Loan Seller with respect
to such Material Defect in accordance with Section 2.03(b).


 


(c)       The
Asset Representations Reviewer and its affiliates shall keep confidential any Privileged Information received from any party to
this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose
such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly required by this
Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that such information
is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged
Information from the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall
not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant
to a Privileged Information Exception.


 


In
addition, the Asset Representations Reviewer shall keep all documents and information received by the Asset Representations Reviewer
in connection with an Asset Review that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special
Servicer confidential and shall not disclose such documents or information except (i) for purposes of complying with its duties
and obligations pursuant to this Agreement, (ii) if such documents or information become generally available and known to the
public other than as a result of a disclosure directly or indirectly by the Asset Representations Reviewer, (iii) if it is reasonable
and necessary for the Asset Representations Reviewer to disclose such documents or information in working with legal counsel,
auditors, taxing authorities or other governmental agencies, (iv) if any such document or information was already known to the
Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the Asset Representations
Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document or information.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset


 



    -443- 


     


    

 


Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.
The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for
indemnification of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


Section
12.02    Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)       The
Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall accrue at a rate equal to 0.00034% per annum (the “Asset Representations Reviewer Fee Rate”)
on the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)       As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this definition, “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of: (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Loan with a Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect
to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000
plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal
to $40,000,000 (any such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided, that if the related
Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations
Reviewer, such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Enforcing Servicer of such insolvency or failure to pay such amount; provided, that a statement of
non-payment by the Asset Representations Reviewer ninety (90) days after an itemized invoice is delivered by registered mail to
the address listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall be provided by such
Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery or attempted
delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory evidence


 



    -444- 


     


    

 


delivered by the Asset
Representations Reviewer of such failure to pay such amount (which evidence may be an officer’s certificate of the Asset
Representations Reviewer); and provided, further, that notwithstanding any payment of such fee by the Trust to the
Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller, and the Enforcing Servicer
shall determine in accordance with the Servicing Standard whether it is in the best interest of Certificateholders to pursue and,
if it so determines, pursue remedies against such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek
recovery of such amounts from such Mortgage Loan Seller.


 


(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price or Loss of Value Payment for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased
by a Mortgage Loan Seller, and such portion of the Purchase Price or Loss of Value Payment received shall be used to reimburse
the Asset Representations Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03    Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof
to the other parties to this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations
reviewer shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear
all reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04    Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer
nor any of its Affiliates shall make any investment in any Class of Certificates; provided, that such prohibition shall
not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or
(ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and
its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05    Termination of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of


 



    -445- 


     


    

 


law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)        any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the
Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates, provided,
if such failure is capable of being cured and the Asset Representations Reviewer is diligently pursuing such cure, such thirty
(30) day period will be extended an additional thirty (30) days;


 


(ii)       any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)       any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)      the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously


 



    -446- 


     


    

 



delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section
12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may terminate
or (ii) upon the written direction of Holders of Certificates entitled to not less than 25% of the Voting Rights (without regard
to the application of any Cumulative Appraisal Reduction Amounts), shall terminate, all of the rights and obligations of the Asset
Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising
out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations
Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection
with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary,
the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator
and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates entitled to not less than 25% of the Voting Rights (without regard to the
application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii)
payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice
thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website,
and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset
Representations Reviewer. Upon the written direction of Holders of Certificates entitled to at least 75% of the Voting Rights
that constitute a minimum Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising
out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the
proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other,
the Holders of Certificates shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Asset Representations Reviewer. In the event that Holders of Certificates entitled to at least 75% of a minimum Certificateholder
Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations
Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses
necessary to effect the transfer of responsibilities from its predecessor.


 






    -447- 


     


    

 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination
of the Asset Representations Reviewer, the Depositor shall be permitted, but not obligated to, to find a replacement. The Trustee
shall not be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee
uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not
a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall give written notice thereof, as soon as possible, to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of
its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the
date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than
indemnification rights (arising out of events occurring prior to such termination).


 






    -448- 


     


    

 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01    Amendment. (a) This Agreement may be amended from time to time by the parties hereto,
without the consent of any of the Certificateholders or the Companion Holders:


 


(i)        to
cure any ambiguity or to correct any error;


 


(ii)       to
cause the provisions in this Agreement to conform to or be consistent with or in furtherance of the statements made with respect
to the Certificates, the Trust or this Agreement in the Prospectus or in the Private Placement Memorandum, or to correct or supplement
any provision which may be inconsistent with any other provisions;


 


(iii)      to
amend any provision of this Agreement to the extent necessary or desirable to maintain the status of each Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding
(or comparable provisions of state income tax law);


 


(iv)      to
make any other provisions with respect to matters or questions arising under or with respect to this Agreement not inconsistent
with the provisions herein;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
amend any provision of this Agreement to the extent necessary or desirable to list the Certificates on a stock exchange, including,
without limitation, the appointment of one or more sub-certificate administrators and the requirement that certain information
be delivered to such sub-certificate administrators;


 


(vii)     to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) in order to conform them to the commercial mortgage-backed securities industry standard for such provisions
if (a) the Depositor, the Trustee and the Master Servicer determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust, (c) each Rating Agency shall have been provided
with a Rating Agency Communication with respect to such modification, and (d) if no Control Termination Event or Consultation
Termination Event has occurred and is continuing, the Directing Certificateholder consents to such modification;


 






    -449- 


     


    

 


(viii)    to
modify the procedures of this Agreement relating to Rule 17g-5 of the Exchange Act; provided that if such modification
materially increases the obligations of the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information Provider,
the Operating Advisor, the Depositor, the Master Servicer or the Special Servicer, then the consent of such party will be required;


 


(ix)       to
modify, alter, amend, add or to rescind any of the provisions contained in this Agreement if and to the extent necessary to comply
with any rules or regulations promulgated, or any guidance provided with respect to Rule 15Ga-1 under the Exchange Act, by the
SEC from time to time;


 


(x)       to
modify, eliminate or add to any of the provisions hereof in the event the Risk Retention Rule or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed in whole or in part, to the extent
required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected provision(s) related
to the risk retention requirements in the event of such repeal, in each case, subject to the consent of the Retaining Sponsor,
not to be unreasonably withheld; and


 


(xi)      any
other amendment which does not adversely affect in any material respect the interests of any Certificateholder (unless such Certificateholder
consents).


 


Notwithstanding
the foregoing, (i) no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent, and (ii) as long as there
is a Serviced Companion Loan serviced under this Agreement, the Depositor shall provide three (3) Business Days’ prior notice
of any amendment to this Agreement.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, that no such amendment
shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the


 



    -450- 


     


    

 


Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any Serviced Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having
first received (i) an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
the relevant provisions of the Code and (ii) an Officer’s Certificate from the party requesting the amendment to the effect
that all conditions precedent to such amendment set forth herein have been satisfied. Furthermore, no amendment to this Agreement
may be made that changes any provisions specifically required to be included in this Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Pari Passu Companion Loan(s).


 


(d)       Promptly
after the full execution of any amendment to this Agreement (but in no event later than 1 Business Day after receipt of such fully
executed amendment), the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s Website,
deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information Provider’s
Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and thereafter, the Certificate Administrator
shall (i) furnish a copy of such amendment to each Certificateholder, the Depositor, the Master Servicer, the Special Servicer,
the Mortgagors, the Underwriters and the Rating Agencies and (ii) deliver an electronic


 



    -451- 


     


    

 


copy of such amendment on the effective
date thereof to any related Serviced Companion Loan holder.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)       The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)       To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer, the Asset Representations
Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing any
amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment
for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)       Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)       This
Agreement may not be amended without the consent of any holder of a Serviced Subordinate Companion Loan if such amendment would
materially and adversely affect the rights of such Companion Holder hereunder.


 






    -452- 


     


    

 


(l)       This
Agreement may not be amended without the consent of any Underwriter or Initial Purchaser if such amendment would materially and
adversely affect the rights of such Underwriter or Initial Purchaser, as applicable, hereunder.


 


(m)       In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under
this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating
to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the
amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating
Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to
such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior
to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased,
the terms of Section 3.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section
13.02    Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the
expense of the Depositor on direction by the Special Servicer and with the consent of the Depositor (which may not be
unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the
Depositor) to the effect that such recordation materially and beneficially affects the interests of the
Certificateholders.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03    Limitation on Rights of Certificateholders. (a) The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of
them.


 






    -453- 


     


    

 


(b)       No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)       No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04   Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE
INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES
THEREOF. THE PARTIES HERETO INTEND THAT THE


 



    -454- 


     


    

 


PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05    Notices. (a) Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered at or
couriered, sent by facsimile transmission (other than with respect to the Mortgage Loan Sellers) or mailed by registered
mail, postage prepaid (except for notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and
the Trustee which shall be deemed to have been duly given only when received), to:


 


In
the case of the Depositor:



Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with
copies to:



Morgan Stanley Capital I Inc.

1633 Broadway, 29th Floor

New York, New York 10019

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 






    -455- 


     


    

 


In
the case of the Master Servicer:


 


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


10851
Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division
Head


Facsimile:
(888) 706-3565


Email:
NoticeAdmin@midlandls.com (with a copy to


AskMidland@midlandls.com, solely with respect to notices under


Section 3.13 and Section
13.10) 


 


with
a copy to:



Stinson LLP 


1201
Walnut Street 


Suite
2900 


Kansas
City, Missouri 64106-2150 


Fax
Number: (816) 412-9338 


Attention:
Kenda K. Tomes 


Email:
kenda.tomes@stinson.com


 


In
the case of the Special Servicer:



LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

With a copy by email to: hbennett@starwood.com,


jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


or
solely with respect to email pursuant to Section 3.13(c) or Section 13.10 


hereof, by email to inquiries@lnrproperty.com


 


In
the case of the Directing Certificateholder:



Argentic Securities Income USA LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Mark Sweeney

Facsimile: (646) 560-1759

Email: msweeney@argenticmgmt.com


 






    -456- 


     


    

 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2019-H7

With a copy by email to: trustadministrationgroup@wellsfargo.com and


cts.cmbs.bond.admin@wellsfargo.com


 


In
the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2019-H7

With a copy by email to: trustadministrationgroup@wellsfargo.com
and


cts.cmbs.bond.admin@wellsfargo.com


 


In
the case of the Custodian:


 


Wells
Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Services Group - MSC 2019-H7

E-mail: cmbscustody@wellsfargo.com


 


In
the case of any transfer or surrender of the RR Certificates pursuant to Article V:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – MSC 2019-H7



with a copy to:


 


riskretentioncustody@wellsfargo.com


 


In
the case of any transfer or exchange of a Certificate other than the RR Certificates:


 


Wells
Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – MSC 2019-H7


 






    -457- 


     


    

 


In
the case of the Mortgage Loan Sellers:


 


		1.	Morgan
                                         Stanley Mortgage Capital Holdings LLC

                                         1585 Broadway

                                         New York, New York 10036

                                         Attention: Jane Lam



 


with
copies to:


 


Morgan
Stanley Mortgage Capital Holdings LLC

1633 Broadway, 29th Floor

New York, New York 10019

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 


		2.	Argentic
                                         Real Estate Finance LLC

                                         40 West 57th Street, 29th Floor

                                         New York, New York 10019

                                         Attention: Mike Schulte

                                         Facsimile: (646) 560-1745



 


		3.	Starwood
                                         Mortgage Capital LLC

                                         1601 Washington Ave., Suite 800

                                         Miami Beach, Florida 33139

                                         Attention: Leslie K. Fairbanks, Executive Vice President

                                         Facsimile: (305) 695-5449

                                         With a copy by email to: lfairbanks@starwood.com



 


and
with a copy to:


 


Starwood
Property Trust, Inc.

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Vincent Kallaher, Senior Vice President

Facsimile: (305) 695-5449

With a copy by email to: vkallaher@starwood.com


 


with
a copy to:


 






    -458- 


     


    

 


Starwood
Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Heather Bennett

Facsimile: (305) 695-5449

With copies by email to: hbennett@starwood.com and


lnr.cmbs.notices@lnrproperty.com


 


and,
with respect to certifications pursuant to Section 2.02 of this Agreement, with a copy to:


 


McCoy
& Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102

Attention: Vanessa Orta

With a copy by email to: vorta@mccoy-orta.com


 


and
with a copy to:


 


 


 


Marcia
Moore Allen

Facsimile: (405) 236-1448

Email: mmoore-allen@mccoy-orta.com


 


		4.	Cantor
                                         Commercial Real Estate Lending, L.P.

                                         110 East 59th Street

                                         New York, New York, 10022

                                         Attention: Legal Department

                                         Facsimile: (212) 610-3623



 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: MSC 2019-H7 Transaction Manager

With a copy sent via email to notices@pentalphasurveillance.com
with


MSC 2019-H7 in the subject line)


 


With
a copy to:



Bass, Berry Sims PLC

150 Third Avenue South, Suite 2800

Nashville Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 






    -459- 


     


    

 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)           Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies
to the extent such party has or can obtain such information without unreasonable effort or expense; provided, that such
other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section
3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested
such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer
Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder
shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:



Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 






    -460- 


     


    

 


Section
13.06    Severability of Provisions. If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.


 


Section
13.07    Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title
and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for
a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights
and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor
hereby grants to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right,
title and interest in, to and under the Conveyed Assets and all proceeds thereof, in each case, whether now owned or existing
or hereafter acquired or arising. This Agreement shall constitute a security agreement under applicable law. This Section
13.07 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section
13.08    Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and
its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial
Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder.
No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the
applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it
were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section 3.30 hereof.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, Non-Serviced Master Servicer, Non-Serviced
Special Servicer and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary
to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor
Agreement.


 






    -461- 


     


    

 


(d)       Subject
to Section 2.03(k), Section 2.03(l)(iii) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09    Article and Section Headings. The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10    Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to
provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section
3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent
applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)        any
material change or amendment to this Agreement;


 


(ii)       the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)      the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)      the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)       The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)        the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)       any
change in the location of the Collection Account;


 


(iii)      any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)      any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)       any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)      any
material damage to any Mortgaged Property;


 






    -462- 


     


    

 


(vii)     any
assumption with respect to a Mortgage Loan; and


 


(viii)    any
release or substitution of any Mortgaged Property.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Serviced Mortgage Loan such information as any Rating Agency shall reasonably request
and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide in accordance
with applicable law and without waiving any attorney-client privilege relating to such information or violating the terms of this
Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and Special Servicer,
as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding anything
to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies to
the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or Special
Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information
Provider’s Website, the 17g-5 Information Provider shall notify (which notice may be electronic) the Master Servicer or
Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special Servicer, as
applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency
so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii)
is simultaneously provided to the 17g-5 Information Provider.


 


Section
13.11    PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its
division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is
binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein
with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




    -463- 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 





	 	MORGAN
                                         STANLEY CAPITAL I INC.,

                                      Depositor

	 	 	 
		By:	 /s/
                                                                                                                                                                                                                               Jane Lam
	 	 	Name: 
                                                                                                                                                                                                                               Jane Lam

                                         Title:    Vice President


 





	 	MIDLAND
                                         LOAN SERVICES, A DIVISION OF 

       PNC BANK, NATIONAL ASSOCIATION,

                                                                                                                       Master
                                         Servicer

	 	 	 
		By:	 /s/
                                                                                                                                                                                                                               David A. Eckels
	 	 	Name: David A. Eckels

Title:   Senior Vice President


 





	 	LNR
                                         PARTNERS, LLC,

                                                                                                                       Special
                                         Servicer

	 	 	 
		By:	 /s/
                                                                                                                                                                                                                               Jerry Hirschkorn
	 	 	Name: 
                                                                                                                                                                                                                               Jerry Hirschkorn

                                         Title:    Vice President


 





	 	WELLS
                                         FARGO BANK, NATIONAL 

       ASSOCIATION,

                                                                                                                       not
                                         in its individual capacity, but solely as 

       Certificate Administrator and Trustee

	 	 	 
		By:	 /s/
                                                                                                                                                                                                                               Amber Nelson
	 	 	Name:
                                                                                                                                                                                                                               Amber Nelson

                                         Title:    Vice President


 


MSC
2019-H7 - Pooling and Servicing Agreement 


 





     


     


    

 


	 	PENTALPHA
SURVEILLANCE LLC,

       Operating
Advisor and Asset Representations 

       Reviewer

	 	 	 
		By:	 /s/
                                                                                                                                                                                                                               James Callahan
	 	 	Name: James Callahan

                                         Title: Executive Director and Solely as an

          Authorized Signatory for

          Pentalpha Surveillance LLC


 





MSC
2019-H7 - Pooling and Servicing Agreement 






 




     


     


    

 





	STATE
    OF NEW YORK	)
	 	)        ss.:
	COUNTY
    OF NEW YORK   	)


 



On
the 19th day of July, 2019, before me, a notary public in and for said State, personally appeared Jane Lam known to me
to be a Vice President of Morgan Stanley Capital I Inc., that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within
instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ ELAINE MCPARLAND 
	 	 	Notary
    Public
	 	 	 
	[SEAL]	ELAINE
MCPARLAND
 STATE OF NEW YORK
 NOTARY PUBLIC

                                                                            Qualified in New York County

02MC6360620

 MY COMMISSION EXPIRES 

06/26/2021

	 	 
	My commission
    expires:	 
	 6/26/2021	 

 


MSC
2019-H7 - Pooling and Servicing Agreement 

 




     


     


    

 





	STATE
    OF KANSAS	)
	 	)        ss.:
	COUNTY OF JOHNSON  	)


 

On
the 18th day of July, 2019, before me, a notary public in and for said State, personally appeared David A. Eckels known to
me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National
Association, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such national banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ LAURA ESCALANTE
	 	 	Notary
    Public
	 	 	 
		NOTARY
    PUBLIC - State of Kansas 

LAURA ESCALANTE

My Appt. Expires 08/14/2021


	 	 
		 
	 	 


 

MSC
2019-H7 - Pooling and Servicing Agreement 

 




     


     


    

 





	STATE
    OF NEW YORK	)
	 	)        ss.:
	COUNTY
    OF NEW YORK   	)


 


On
the 19th day of July, 2019, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn known
to me to be a Vice President of LNR Partners, LLC, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ DESMOND MCWEENEY
	 	 	Notary
    Public
	 	 	 
	[SEAL]	
	 	 
	My commission
    expires:	 
	 9/28/2019	 
	 	 
	 	DESMOND MCWEENEY

NOTARY PUBLIC - STATE OF NEW YORK

No. 01MC6330849

Qualified in Nassau County

My Commission Expires September 28, 2019


 

MSC
2019-H7 - Pooling and Servicing Agreement 

 




     


     


    

 





	STATE
    OF MARYLAND    	)
	 	)        ss.:
	COUNTY OF HOWARD	)


 


On
the 17th day of July, 2019, before me, a notary public in and for said State, personally appeared Amber Nelson known to me to
be a Vice President of Wells Fargo Bank, National Association, and also known to me to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ ANDREW CREWS
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 
	 	 
	My commission
    expires:	 
	 	 
	 	 
	 	ANDREW CREWS
 CECIL COUNTY, MD

MY COMMISSION EXPIRES 

OCTOBER 27, 2021

NOTARY PUBLIC



 


 

 

MSC
2019-H7 - Pooling and Servicing Agreement 

 




     


     


    

 





	STATE
    OF CONNECTICUT  	)
	 	)        ss.:
	COUNTY OF FAIRFIELD	)


 


On
the 25th day of July, 2019, before me, a notary public in and for said State, personally appeared James Callahan known to me
to be   the Executive Director of  Pentalpha Surveillance LLC, and also known to me to
be the person who executed it on behalf of such limited liability company, and acknowledged to me that such limited
liability company executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ MELONIE S. WILLIAMS
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 
	 	 
	My commission
    expires: 7/31/2019	 
	 

                                                                                 MELONIE
                                                                                S. WILLIAMS

Notary Public

Connecticut

My Mission Expires July 31, 2019

                                                                                 
	 


 

 


MSC
2019-H7 - Pooling and Servicing Agreement 


 



     


     


    


 

 







 


EXHIBIT
A-1


 


FORM
OF REGULAR CERTIFICATE


 


CLASS
[__]


 


MORGAN
STANLEY CAPITAL I TRUST 2019-H7 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2019-H7, CLASS [__]


 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]1


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CLASS X-D, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR) OFFERED PURSUANT TO REGULATION
S: THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN


 





 



 








		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 






    A-1-1 


     


    

 


DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE
DIRECTING CERTIFICATEHOLDER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CLASS X-D, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR): THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) AND ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF


 




 







 


		2	Temporary Regulation S Book-Entry Certificate legend.



 






    A-1-2 


     


    

 


REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR
CLASS F-RR, CLASS G-RR AND CLASS H-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. 


 


[FOR
CLASS X CERTIFICATES: THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL. The
Notional Amount of this Certificate will be reduced in connection with the reduction of the certificate balance of any Underlying
Class of Principal Balance Certificates. Accordingly, the Notional amount of this Certificate at any time may be less than the
initial Notional Amount set forth below.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS OF CERTIFICATE TO WHICH THIS CERTIFICATE BELONGS IS
BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE


 






    A-1-3 


     


    

 


RATE AT WHICH INTEREST
IS PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THE INITIAL PASS-THROUGH RATE CALCULATED ON THE CLOSING DATE.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR, CLASS H-RR): THIS CERTIFICATE
IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 


[FOR
RR CERTIFICATES (CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS H-RR): THIS CERTIFICATE
IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED
UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,
TRANSFER AND FINANCING SET FORTH IN REGULATION RR. THE INITIAL PURCHASER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.] 


 




    A-1-4 


     


    

 


 


	PASS-THROUGH
                                         RATE: [_][FOR THE CLASS X CERTIFICATES: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
                                         AGREEMENT (AS DEFINED HEREIN)][ FOR CLASS C: THE LESSER OF [_]% AND THE WEIGHTED AVERAGE
                                         NET MORTGAGE RATE]

         

        INITIAL
        [CERTIFICATE BALANCE] [NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 25, 2019

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 16, 2019

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	MASTER
                                         SERVICER:

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

         

        SPECIAL
        SERVICER:

        LNR PARTNERS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [__________]

         

        ISIN
        NO.: [__________]

         

        CERTIFICATE
NO.: [_] – [_]




 


    A-1-5 


     


    

 


CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), between Morgan Stanley
Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling
and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations
Reviewer and the Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is
set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 and
are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties to the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time
to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the
case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the
terms of the Pooling and Servicing Agreement shall govern.


 






    A-1-6 


     


    

 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE
CERTIFICATES: principal and] interest then distributable, if any, allocable to the Class of Certificates of the same Class as
this Certificate for the subject Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as and to the extent provided in the
Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of thirty (30) days)
during the Interest Accrual Period relating to such Distribution Date at the applicable Pass-Through Rate specified in the Pooling
and Servicing Agreement on the [Certificate Balance][Notional Amount] of this Certificate immediately prior to each Distribution
Date.


 


Interest
[FOR PRINCIPAL BALANCE CERTIFICATES: and principal] allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time


 






    A-1-7 


     


    

 


for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized
Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final
payment has been given shall not have been surrendered for cancellation within six (6) months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






    A-1-8 


     


    

 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR
CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-S, CLASS B, CLASS C: 10,000] [FOR CLASS D, CLASS E-RR, CLASS F-RR,
CLASS G-RR AND Class H-RR: 100,000] [FOR CLASS X CERTIFICATES: 1,000,000 initial
Notional Amount], and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property


 






    A-1-9 


     


    

 


remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
(solely for the purposes of this calculation, if such right is being exercised after August 2029 and the FedEx Niles Mortgage
Loan is still an asset of the Trust Fund, then such Mortgage Loan shall be excluded from the initial aggregate Cut-off Date Balance
of the Mortgage Loans and the then-aggregate Stated Principal Balances of the Mortgage Loans).


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V Certificates and Class R Certificates)), the Sole Certificateholder shall
have the right, by giving written notice to all parties thereto the Pooling and Servicing Agreement no later than sixty (60) days
prior to the anticipated date of exchange, to exchange all of its Certificates (other than the Class V Certificates and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED
HERETO OR THERETO, THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS


 






    A-1-10 


     


    

 


LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING
AGREEMENT.


 




    A-1-11 


     


    

 








IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated:
July ___, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__]   CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-1-12 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


 


	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-1-13 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 


    A-1-14 


     


    



 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    A-1-15 


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS V CERTIFICATE


 


CLASS
V


 


MORGAN
STANLEY CAPITAL I TRUST 2019-H7


Commercial
Mortgage Pass-Through Certificates,


Series 2019-H7, CLASS V


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE
DIRECTING CERTIFICATEHOLDER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO INSTITUTIONS THAT ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION
D”) AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A


 






    A-2-1 


     


    

 


GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF A GRANTOR TRUST
THAT HOLDS THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH
PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 




    A-2-2 


     


    

 


	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 25, 2019

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 16, 2019

         
	 	MASTER
                                         SERVICER:

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

         

        SPECIAL
        SERVICER:

        LNR PARTNERS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [________]

         

        ISIN
        NO.: [________]

         

        CERTIFICATE
NO.: V-[_]





 




    A-2-3 


     


    

 


CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


Morgan
Stanley Capital I Inc.


 


THIS
CERTIFIES THAT [______________________] is the registered owner of the interest
evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer and
the Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and
Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through
Certificates, Series 2019-H7 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties to the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time
to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the
case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the
terms of the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related
amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and
take no action inconsistent with the treatment of, this Certificate in accordance with the preceding


 






    A-2-4 


     


    

 


sentence for purposes of
federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the
Class of Certificates of the same Class as this Certificate for the subject Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final
payment has been given shall not have been surrendered for cancellation within six (6) months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to


 






    A-2-5 


     


    

 


contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class V Certificates will be issued in full, registered, certificated form, in minimum percentage interests of 5% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits


 






    A-2-6 


     


    

 


the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
(solely for the purposes of this calculation, if such right is being exercised after August 2029 and the FedEx Niles Mortgage
Loan is still an asset of the Trust Fund, then such Mortgage Loan shall be excluded from the initial aggregate Cut-off Date Balance
of the Mortgage Loans and the then-aggregate Stated Principal Balances of the Mortgage Loans).


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V Certificates and Class R Certificates)), the Sole Certificateholder shall
have the right, by giving written notice to all parties thereto the Pooling and Servicing Agreement no later than sixty (60) days
prior to the anticipated date of exchange, to exchange all of its Certificates (other than the Class V Certificates and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the


 






    A-2-7 


     


    

 


statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED
HERETO OR THERETO, THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING
AGREEMENT.


 




    A-2-8 


     


    

 









IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated:
July ___, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-2-9 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


 


	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-2-10 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 


    A-2-11 


     


    







 


EXHIBIT
A-3


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


Morgan
Stanley Capital I Trust 2019-H7

Commercial Mortgage Pass-Through
Certificates,


Series
2019-H7, CLASS R


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE
DIRECTING CERTIFICATEHOLDER, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 






    A-3-1 


     


    

 


EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN ARTICLE V OF THE POOLING AND SERVICING AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG
OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT
(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B)
IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS
THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO
PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY,
OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE
A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE
OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION
1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY
A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER


 






    A-3-2 


     


    

 


THINGS,
TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN
ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    A-3-3 


     


    

 





	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JULY 25, 2019

         

        FIRST
        DISTRIBUTION DATE:

        AUGUST 16, 2019

         
	 	MASTER
SERVICER:

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

         

        SPECIAL
        SERVICER:

        LNR PARTNERS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [________]

         

        ISIN
        NO.: [________]

         

        CERTIFICATE
NO.: R-[_] 





  




    A-3-4 


     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and
Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Asset Representations Reviewer and the Operating Advisor. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through
Certificates, Series 2019-H7 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties to the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time
to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the
case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the
terms of the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this


 






    A-3-5 


     


    

 


Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. By acceptance of this Certificate, the Holder of this Class R Certificate
hereby agrees to (A) the irrevocable designation of the Certificate Administrator as the “partnership representative”
of each Trust REMIC within the meaning of Section 6223 of the Code, and (B) the Certificate Administrator making any elections
allowed to avoid (1) the application of Code Section 6221 to the Trust REMIC and (2) payment by the Trust REMIC under Code Section
6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on the holders of the
Class R Certificates.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to the applicable pro rata share (based on the Percentage Interest represented by this
Certificate) of the distributions, if any, allocated to the Class R Certificates on the subject Distribution Date to the Person
in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized
Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 






    A-3-6 


     


    

 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final
payment has been given shall not have been surrendered for cancellation within six (6) months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee


 






    A-3-7 


     


    

 


Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person,
no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person
holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any
prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not
to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying
that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such
Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, that the Holders of the Controlling


 






    A-3-8 


     


    

 


Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
(solely for the purposes of this calculation, if such right is being exercised after August 2029 and the FedEx Niles Mortgage
Loan is still an asset of the Trust Fund, then such Mortgage Loan shall be excluded from the initial aggregate Cut-off Date Balance
of the Mortgage Loans and the then-aggregate Stated Principal Balances of the Mortgage Loans).


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class V Certificates and Class R Certificates)), the Sole Certificateholder shall
have the right, by giving written notice to all parties thereto the Pooling and Servicing Agreement no later than sixty (60) days
prior to the anticipated date of exchange, to exchange all of its Certificates (other than the Class V Certificates and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED
HERETO OR THERETO, THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,


 






    A-3-9 


     


    

 


WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING
AGREEMENT.


 




    A-3-10 


     


    

 











IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated:
July ___, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R   CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-3-11 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


 


	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-3-12 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 


    A-3-13 


     


    







 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE 


 




    B-1 


     


    






 


MSC
2019-H7


Mortgage
Loan Schedule



	 	 	 	 	 	 	 
	Loan
    ID	Mortgage

    Loan Seller	Property
    Name 	Cut-off
    Date

    Balance	 	Address
    	City
    
	1	MSMCH	Grand
    Canal Shoppes	$70,000,000	 	3327
    & 3377 Las Vegas Boulevard South	Las
    Vegas
	2.00	AREF	SoCal
    Retail Portfolio	$60,000,000	 	 	 
	2.01	AREF	The
    Springs	$12,752,287	 	5200
    Ramon Road	Palm
    Springs
	2.02	AREF	Summerwood	$8,851,735	 	4124-4267
    Woodruff Avenue 	Lakewood
	2.03	AREF	Food
    4 Less – Target Center	$6,059,082	 	6700,
    6730 & 6750 Cherry Avenue	Long
    Beach
	2.04	AREF	El
    Super Center	$5,927,509	 	1251-1289
    North Hacienda Boulevard	La
    Puente
	2.05	AREF	Island
    Plaza	$4,531,043	 	1512-1524
    East Amar Road and 2500-2548 South Azusa Avenue	West
    Covina
	2.06	AREF	Baldwin
    Park Promenade	$3,213,912	 	3111-3151
    Baldwin Park	Baldwin
    Park
	2.07	AREF	Lynwood
    Plaza	$3,187,653	 	10821
    Long Beach Boulevard and 3157 Pluma Street	Lynwood
	2.08	AREF	El
    Cajon (CVS)	$2,766,115	 	426-450
    East Chase Avenue	El
    Cajon
	2.09	AREF	Loma
    Vista	$2,450,171	 	16055-16075
    Foothill Boulevard	Fontana
	2.10	AREF	MLK
    Medical	$2,357,986	 	3820-3840
    Martin Luther King Jr. Boulevard	Lynwood
	2.11	AREF	Hawthorne
    Plaza	$2,265,801	 	14401-14441
    Inglewood Avenue	Hawthorne
	2.12	AREF	Five
    Points Plaza	$2,213,004	 	505-515
    and 523-595 South Riverside Avenue	Rialto
	2.13	AREF	Towne
    Center Square	$2,028,354	 	11098
    Foothill Boulevard	Rancho
    Cucamonga
	2.14	AREF	Camarillo	$1,395,349	 	660
    East Ventura	Camarillo
	3	AREF	Embassy
    Suites at Centennial Olympic Park	$45,000,000	 	267
    Marietta Street	Atlanta
	4	SMC	125
    Borinquen Place	$35,000,000	 	125
    Borinquen Place	Brooklyn
	5.00	SMC	Visions
    Hotel Portfolio II	$28,500,000	 	 	 
	5.01	SMC	Courtyard
    Horseheads	$4,484,771	 	202
    Colonial Drive	Horseheads
	5.02	SMC	Home2
    Suites Oswego	$3,616,751	 	252
    New York State Route 104	Oswego
	5.03	SMC	Holiday
    Inn & Suites Rochester Marketplace	$3,472,081	 	800
    Jefferson Road	Rochester
	5.04	SMC	Hampton
    Inn Corning Painted Post	$3,182,741	 	248
    Town Center Road	Painted
    Post
	5.05	SMC	Home2
    Suites Rochester Henrietta	$2,893,401	 	999
    Jefferson Road	Rochester
	5.06	SMC	Holiday
    Inn Express Olean	$2,690,863	 	101
    Main Street	Olean
	5.07	SMC	Fairfield
    Inn Watertown	$2,343,655	 	250
    Commerce Park Drive	Watertown
	5.08	SMC	Holiday
    Inn Express Canandaigua	$2,256,853	 	330
    Eastern Boulevard & 4420 Routes 5 & 20	Canandaigua
	5.09	SMC	Candlewood
    Suites Watertown	$2,170,051	 	26513
    Herrick Drive	Evans
    Mills
	5.10	SMC	Candlewood
    Suites Sayre	$1,388,832	 	2775
    Elmira Street	Sayre
	6	CCRE	617-625
    West 46th Street	$28,000,000	 	617-625
    West 46th Street	New
    York
	7	MSMCH	Tower
    28	$26,000,000	 	42-12
    28th Street	Long
    Island City
	8	AREF	North
    Carolina Technical Park	$25,500,000	 	1101
    Hamlin Road	Durham
	9	AREF	Brotman
    Physicians Plaza	$23,250,000	 	9808
    Venice Boulevard	Culver
    City
	10	MSMCH	Wheatland
    Towne Crossing	$21,250,000	 	2525
    West Wheatland Road	Dallas
	11.00	SMC	West
    Palm Beach Industrial	$20,000,000	 	 	 
	11.01	SMC	West
    Palm Beach	$18,625,000	 	1510,
    1520, 1530, 1540, 1550, 1560, 1650, 1700 & 1750 Latham Road, 1655, 1705 & 1721 Donna Road, 1817, 1841, 1861 &
    1883 Church Street, 2758 Old Okeechobee Road	West
    Palm Beach
	11.02	SMC	Dania
    Beach	$1,375,000	 	11
    SW 12th Avenue	Dania
    Beach
	12	MSMCH	FedEx
    Niles	$16,500,000	 	5959
    West Howard Street	Niles
	13	AREF	DoubleTree
    Princeton	$16,100,000	 	4355
    US Route 1	Princeton
	14	MSMCH	Marriott
    Metairie at Lakeway	$16,000,000	 	3838
    North Causeway Boulevard	Metairie
	15.00	AREF	UES
    Multi Portfolio	$15,900,000	 	 	 
	15.01	AREF	1494
    2nd Avenue	$6,650,000	 	1494
    2nd Avenue	New
    York
	15.02	AREF	1496
    2nd Avenue	$5,700,000	 	1496
    2nd Avenue	New
    York
	15.03	AREF	304
    East 78th Street	$3,550,000	 	304
    East 78th Street	New
    York
	16	AREF	Courtyard
    Plaza	$15,400,000	 	155
    Interstate Highway 35 South	New
    Braunfels
	17	AREF	3
    Independence Way	$14,964,388	 	3
    Independence Way	Princeton
	18	MSMCH	Legacy
    Tower	$13,500,000	 	1
    Bausch & Lomb Place	Rochester
	19	CCRE	3
    Columbus Circle	$12,500,000	 	3
    Columbus Circle	New
    York
	20	AREF	The
    View Apartments	$12,200,000	 	224
    Richmond Terrrace	Staten
    Island
	21	AREF	1458
    Ocean Dr / 1437 Collins Ave	$12,200,000	 	1458
    Ocean Drive & 1437 Collins Avenue	Miami
    Beach
	22	MSMCH	Eleven
    Seventeen Perimeter	$12,000,000	 	1117
    Perimeter Center West	Atlanta
	23	AREF	Bradenton
    Financial Center	$11,212,500	 	1401
    West Manatee Avenue	Bradenton
	24	MSMCH	Niles
    Retail Center	$11,000,000	 	7201,
    7203-7233, 7237 & 7245 West Dempster Street	Niles
	25	SMC	Maplewood
    Apartments	$10,800,000	 	4860
    Fegenbush Lane	Louisville
	26	AREF	Home2Suites
    - Menomonee Falls	$10,627,168	 	N91
    W15851 Falls Parkway	Menomonee
    Falls
	27	AREF	Cassens
    Business Center	$10,537,000	 	2391
    Cassens Drive	Fenton
    
	28	AREF	La
    Privada Apartments	$10,070,000	 	9030
    Betel Drive	El
    Paso
	29	CCRE	AC
    by Marriott San Jose	$10,000,000	 	350
    West Santa Clara Street	San
    Jose
	30	AREF	Brookwood
    Square	$3,600,000	 	3999
    Austell Road	Austell
	31	AREF	3901
    Bolger Road	$3,330,000	 	3901
    Bolger Road	Independence
	32	AREF	Michigan
    Road Shoppes	$2,545,000	 	8760
    Michigan Road	Indianapolis
	33.00	CCRE	Brooklyn
    Multifamily Portfolio I	$9,200,000	 	 	 
	33.01	CCRE	2149
    Cortelyou Rd.	$3,851,500	 	2149
    Cortelyou Road	Brooklyn
	33.02	CCRE	210
    Broadway	$2,347,000	 	210
    Broadway	Brooklyn
	33.03	CCRE	1235
    Halsey St.	$1,675,500	 	1235
    Halsey Street	Brooklyn
	33.04	CCRE	1324
    Hancock St.	$1,326,000	 	1324
    Hancock Street	Brooklyn
	34	MSMCH	Shoppes
    at Holly Springs	$5,741,025	 	7204
    GB Alford Highway	Holly
    Springs
	35	MSMCH	Jefferson
    Square	$3,450,000	 	250
    Piercy Drive	Lewisburg
	36	MSMCH	Best
    Western Plus South Bay Hotel	$8,989,286	 	15000
    Hawthorne Boulevard	Lawndale
	37	AREF	Lakecrest-Southpointe
    Portfolio	$8,350,000	 	3710
    Corporex Park Drive; 5650 Breckenridge Park Drive	Tampa
	38	MSMCH	Food
    Lion Mount Airy	$8,000,000	 	1312
    South Main Street	Mount
    Airy
	39	MSMCH	Crossing
    Pointe Shoppes	$7,913,750	 	4025
    East 82nd Street	Indianapolis
	40	CCRE	Best
    Western Sanford Airport	$6,900,000	 	3401
    South Orlando Drive	Sanford
	41	CCRE	Sunnyside
    Retail Center	$6,600,000	 	2600
    E Yakima Valley Highway	Sunnyside
	42	AREF	Greenwood
    Heights	$6,486,736	 	413
    and 421 20th Street	Brooklyn
	43	SMC	Tatum
    Plaza	$6,250,000	 	29455
    North Cave Creek Road	Cave
    Creek
	44	SMC	Tatum
    Ranch Crossing	$6,250,000	 	29822
    & 29834 North Cave Creek Road; 29815 & 29855 North Tatum Boulevard	Cave
    Creek
	45	SMC	Shadow
    Creek Marketplace	$5,900,000	 	2225
    - 2445 East Centennial Parkway	Las
    Vegas
	46	SMC	The
    Nash Building	$5,400,000	 	614
    West 4th Street	Winston-Salem
	47	MSMCH	3115
    Fry Road	$5,265,000	 	3115
    Fry Road	Katy
	48	AREF	Quality
    Inn Oneonta Cooperstown Area	$4,465,662	 	5206
    State Highway 23	Oneonta
	49	CCRE	102
    Washington Place	$4,100,000	 	361
    Sixth Avenue	New
    York
	50	CCRE	Woodland
    Square Apartments	$4,040,000	 	92
    Starlite Lane	Pontiac
	51	MSMCH	Union
    Avenue	$3,750,000	 	1770-1780
    Union Avenue	Baltimore
	52	MSMCH	Briarwood
    Apartments	$3,550,000	 	277
    Brick Top Road	Windham
	53	MSMCH	Greensburg
    Park Self Storage	$2,900,000	 	2350
    Greensburg Road	North
    Canton


 


    


     


    

 


MSC
2019-H7


Mortgage
Loan Schedule



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID	Mortgage

    Loan Seller	Property
    Name 	State
    	Note
    Date	Maturity
    

    Date or ARD	Mortgage

    Rate 	Original
    Term

    to Maturity 

    or ARD (mos.) 	Remaining
    Term

    to Maturity 

    or ARD (mos.) 	Original
    

    Amortization 

    Term (mos.) 	ARD
    Loan (Y/N)	Primary
    Servicing

    Fee Rate	Pari
    Passu 

    Loan Primary 

    Servicing 

    Fee Rate
	1	MSMCH	Grand
    Canal Shoppes	NV	6/3/2019	7/1/2029	3.7408%	120	120	0	No	0.002500%	0.000000%
	2.00	AREF	SoCal
    Retail Portfolio	 	4/25/2019	5/6/2029	4.0590%	120	118	0	No	0.002500%	0.000000%
	2.01	AREF	The
    Springs	CA	 	 	 	 	 	 	 	 	 
	2.02	AREF	Summerwood	CA	 	 	 	 	 	 	 	 	 
	2.03	AREF	Food
    4 Less – Target Center	CA	 	 	 	 	 	 	 	 	 
	2.04	AREF	El
    Super Center	CA	 	 	 	 	 	 	 	 	 
	2.05	AREF	Island
    Plaza	CA	 	 	 	 	 	 	 	 	 
	2.06	AREF	Baldwin
    Park Promenade	CA	 	 	 	 	 	 	 	 	 
	2.07	AREF	Lynwood
    Plaza	CA	 	 	 	 	 	 	 	 	 
	2.08	AREF	El
    Cajon (CVS)	CA	 	 	 	 	 	 	 	 	 
	2.09	AREF	Loma
    Vista	CA	 	 	 	 	 	 	 	 	 
	2.10	AREF	MLK
    Medical	CA	 	 	 	 	 	 	 	 	 
	2.11	AREF	Hawthorne
    Plaza	CA	 	 	 	 	 	 	 	 	 
	2.12	AREF	Five
    Points Plaza	CA	 	 	 	 	 	 	 	 	 
	2.13	AREF	Towne
    Center Square	CA	 	 	 	 	 	 	 	 	 
	2.14	AREF	Camarillo	CA	 	 	 	 	 	 	 	 	 
	3	AREF	Embassy
    Suites at Centennial Olympic Park	GA	6/7/2019	7/6/2029	4.5900%	120	120	360	No	0.002500%	0.000000%
	4	SMC	125
    Borinquen Place	NY	5/31/2019	6/6/2029	3.9000%	120	119	0	No	0.002500%	0.000000%
	5.00	SMC	Visions
    Hotel Portfolio II	 	6/11/2019	7/6/2029	4.5500%	120	120	360	No	0.002500%	0.000000%
	5.01	SMC	Courtyard
    Horseheads	NY	 	 	 	 	 	 	 	 	 
	5.02	SMC	Home2
    Suites Oswego	NY	 	 	 	 	 	 	 	 	 
	5.03	SMC	Holiday
    Inn & Suites Rochester Marketplace	NY	 	 	 	 	 	 	 	 	 
	5.04	SMC	Hampton
    Inn Corning Painted Post	NY	 	 	 	 	 	 	 	 	 
	5.05	SMC	Home2
    Suites Rochester Henrietta	NY	 	 	 	 	 	 	 	 	 
	5.06	SMC	Holiday
    Inn Express Olean	NY	 	 	 	 	 	 	 	 	 
	5.07	SMC	Fairfield
    Inn Watertown	NY	 	 	 	 	 	 	 	 	 
	5.08	SMC	Holiday
    Inn Express Canandaigua	NY	 	 	 	 	 	 	 	 	 
	5.09	SMC	Candlewood
    Suites Watertown	NY	 	 	 	 	 	 	 	 	 
	5.10	SMC	Candlewood
    Suites Sayre	PA	 	 	 	 	 	 	 	 	 
	6	CCRE	617-625
    West 46th Street	NY	6/18/2019	7/6/2029	4.8200%	120	120	0	No	0.022500%	0.000000%
	7	MSMCH	Tower
    28	NY	3/11/2019	4/1/2029	3.7842%	120	117	360	No	0.000000%	0.002500%
	8	AREF	North
    Carolina Technical Park	NC	6/25/2019	7/6/2029	4.5000%	120	120	360	No	0.002500%	0.000000%
	9	AREF	Brotman
    Physicians Plaza	CA	6/10/2019	7/6/2029	3.9050%	120	120	0	No	0.002500%	0.000000%
	10	MSMCH	Wheatland
    Towne Crossing	TX	5/10/2019	6/1/2029	4.0350%	120	119	0	No	0.002500%	0.000000%
	11.00	SMC	West
    Palm Beach Industrial	 	6/7/2019	7/6/2029	3.7700%	120	120	0	No	0.002500%	0.000000%
	11.01	SMC	West
    Palm Beach	FL	 	 	 	 	 	 	 	 	 
	11.02	SMC	Dania
    Beach	FL	 	 	 	 	 	 	 	 	 
	12	MSMCH	FedEx
    Niles	IL	5/3/2019	6/1/2029	4.2320%	120	119	0	Yes	0.000000%	0.002500%
	13	AREF	DoubleTree
    Princeton	NJ	6/17/2019	7/6/2029	4.7600%	120	120	360	No	0.002500%	0.000000%
	14	MSMCH	Marriott
    Metairie at Lakeway	LA	5/22/2019	6/1/2029	4.5500%	120	119	360	No	0.002500%	0.000000%
	15.00	AREF	UES
    Multi Portfolio	 	6/24/2019	7/6/2029	4.4500%	120	120	0	No	0.002500%	0.000000%
	15.01	AREF	1494
    2nd Avenue	NY	 	 	 	 	 	 	 	 	 
	15.02	AREF	1496
    2nd Avenue	NY	 	 	 	 	 	 	 	 	 
	15.03	AREF	304
    East 78th Street	NY	 	 	 	 	 	 	 	 	 
	16	AREF	Courtyard
    Plaza	TX	6/27/2019	7/6/2029	4.6700%	120	120	360	No	0.040000%	0.000000%
	17	AREF	3
    Independence Way	NJ	4/22/2019	5/6/2029	4.7800%	120	118	360	No	0.002500%	0.000000%
	18	MSMCH	Legacy
    Tower	NY	6/5/2019	7/1/2029	4.9900%	120	120	360	No	0.002500%	0.000000%
	19	CCRE	3
    Columbus Circle	NY	3/12/2019	3/11/2029	3.9140%	120	116	0	No	0.000000%	0.002500%
	20	AREF	The
    View Apartments	NY	6/3/2019	6/6/2029	5.2900%	120	119	0	No	0.002500%	0.000000%
	21	AREF	1458
    Ocean Dr / 1437 Collins Ave	FL	6/24/2019	7/6/2029	5.6500%	120	120	0	No	0.002500%	0.000000%
	22	MSMCH	Eleven
    Seventeen Perimeter	GA	6/3/2019	7/1/2029	4.1800%	120	120	0	No	0.002500%	0.000000%
	23	AREF	Bradenton
    Financial Center	FL	6/7/2019	7/6/2024	5.1400%	60	60	0	No	0.002500%	0.000000%
	24	MSMCH	Niles
    Retail Center	IL	5/9/2019	6/1/2029	4.1880%	120	119	0	No	0.002500%	0.000000%
	25	SMC	Maplewood
    Apartments	KY	6/5/2019	6/6/2024	4.5400%	60	59	360	No	0.042500%	0.000000%
	26	AREF	Home2Suites
    - Menomonee Falls	WI	5/22/2019	6/6/2029	4.9800%	120	119	360	No	0.002500%	0.000000%
	27	AREF	Cassens
    Business Center	MO	6/11/2019	7/6/2029	4.3500%	120	120	360	No	0.002500%	0.000000%
	28	AREF	La
    Privada Apartments	TX	5/31/2019	6/6/2029	4.8900%	120	119	0	No	0.002500%	0.000000%
	29	CCRE	AC
    by Marriott San Jose	CA	3/27/2019	4/1/2029	4.9300%	120	117	0	No	0.000000%	0.021250%
	30	AREF	Brookwood
    Square	GA	4/30/2019	5/6/2029	5.8000%	120	118	360	No	0.002500%	0.000000%
	31	AREF	3901
    Bolger Road	MO	4/30/2019	5/6/2029	5.8000%	120	118	360	No	0.002500%	0.000000%
	32	AREF	Michigan
    Road Shoppes	IN	4/30/2019	5/6/2029	5.8000%	120	118	360	No	0.002500%	0.000000%
	33.00	CCRE	Brooklyn
    Multifamily Portfolio I	 	5/24/2019	6/6/2029	5.1000%	120	119	0	No	0.022500%	0.000000%
	33.01	CCRE	2149
    Cortelyou Rd.	NY	 	 	 	 	 	 	 	 	 
	33.02	CCRE	210
    Broadway	NY	 	 	 	 	 	 	 	 	 
	33.03	CCRE	1235
    Halsey St.	NY	 	 	 	 	 	 	 	 	 
	33.04	CCRE	1324
    Hancock St.	NY	 	 	 	 	 	 	 	 	 
	34	MSMCH	Shoppes
    at Holly Springs	NC	5/17/2019	6/1/2029	4.0200%	120	119	360	No	0.002500%	0.000000%
	35	MSMCH	Jefferson
    Square	WV	5/17/2019	6/1/2029	4.0200%	120	119	360	No	0.002500%	0.000000%
	36	MSMCH	Best
    Western Plus South Bay Hotel	CA	5/22/2019	6/1/2029	5.0500%	120	119	360	No	0.002500%	0.000000%
	37	AREF	Lakecrest-Southpointe
    Portfolio	FL	5/17/2019	6/6/2024	5.4000%	60	59	360	No	0.002500%	0.000000%
	38	MSMCH	Food
    Lion Mount Airy	MD	5/30/2019	6/1/2029	4.1200%	120	119	0	No	0.060000%	0.000000%
	39	MSMCH	Crossing
    Pointe Shoppes	IN	6/14/2019	7/1/2029	4.6400%	120	120	0	No	0.002500%	0.000000%
	40	CCRE	Best
    Western Sanford Airport	FL	6/13/2019	7/1/2029	5.4000%	120	120	300	No	0.022500%	0.000000%
	41	CCRE	Sunnyside
    Retail Center	WA	6/5/2019	6/6/2029	4.9900%	120	119	360	No	0.022500%	0.000000%
	42	AREF	Greenwood
    Heights	NY	5/1/2019	5/6/2029	5.5000%	120	118	360	No	0.002500%	0.000000%
	43	SMC	Tatum
    Plaza	AZ	6/10/2019	7/6/2029	4.0780%	120	120	0	No	0.002500%	0.000000%
	44	SMC	Tatum
    Ranch Crossing	AZ	6/10/2019	7/6/2029	4.0780%	120	120	0	No	0.002500%	0.000000%
	45	SMC	Shadow
    Creek Marketplace	NV	6/10/2019	7/6/2029	4.0780%	120	120	0	No	0.002500%	0.000000%
	46	SMC	The
    Nash Building	NC	5/22/2019	6/6/2029	4.6000%	120	119	360	No	0.002500%	0.000000%
	47	MSMCH	3115
    Fry Road	TX	4/30/2019	5/1/2029	4.5200%	120	118	0	No	0.052500%	0.000000%
	48	AREF	Quality
    Inn Oneonta Cooperstown Area	NY	2/6/2019	2/6/2029	5.7000%	120	115	300	No	0.002500%	0.000000%
	49	CCRE	102
    Washington Place	NY	5/17/2019	6/1/2029	4.7800%	120	119	0	No	0.022500%	0.000000%
	50	CCRE	Woodland
    Square Apartments	MI	5/16/2019	6/6/2029	5.1000%	120	119	360	No	0.022500%	0.000000%
	51	MSMCH	Union
    Avenue	MD	5/31/2019	6/1/2029	4.8000%	120	119	360	No	0.080000%	0.000000%
	52	MSMCH	Briarwood
    Apartments	CT	5/21/2019	6/1/2029	4.3100%	120	119	0	No	0.002500%	0.000000%
	53	MSMCH	Greensburg
    Park Self Storage	OH	5/9/2019	6/1/2029	4.5200%	120	119	360	No	0.002500%	0.000000%




 


    


     


    



 


 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association





as
Certificate Registrar





Wells
Fargo Center





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services – Morgan Stanley Capital I Trust 2019-H7





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


		Re:	Transfer
                                         of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-H7



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, on behalf of the holders
of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Certificates”)
in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” within the meaning of Rule 501(a)(1), (2),
                                         (3) or (7) of Regulation D (“Regulation D”) under the Securities Act
                                         of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners are “accredited investors” within the meaning of
                                         Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
                                         Investor”) and has such

                                                                                

                                                                                




 





 






 


*
Purchaser must include one of the following two certifications.


 






    Exhibit C-1 


     


    

 


knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the
Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s
or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one
or more accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors. The Purchaser understands that the Certificate (and any subsequent Certificate) has not been registered
under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell, pledge
or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Prospectus (and, with respect to Non-Registered Certificates, the Private Placement Memorandum) and
the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 






    Exhibit C-2 


     


    

 


7.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificate
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS Form
                                         W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
                                         the Certificate and state that interest and original issue discount on the Certificate
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).





 


 









 


**
Each Purchaser must include one of the two alternative certifications.


 





*** Does
not apply to a transfer of Class R Certificates.


 














    Exhibit C-3 


     


    

 


8.       Please
make all payments due on the Certificates:****


 


☐          (a)      by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Bank:
_________________________________________________


ABA
#: ________________________________________________


Account
#: _____________________________________________


Attention:
______________________________________________


 


☐          (b)     by
mailing a check or draft to the following address:


 


______________________________________________________

______________________________________________________

______________________________________________________


 


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 





 






 


****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b).


 







    Exhibit C-4 


     


    

 




EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


600 South 4th Street, 7th
Floor


MAC 9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) –


Morgan Stanley Capital I Trust
2019-H7 


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through
Certificates, Series 2019-H7 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through
Certificates, Series 2019-H7



 


	STATE OF	)
	 	)       ss.:
	COUNTY OF	)


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the
(i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: of (i) the United States, any State or political
subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its
board of directors is not selected by such governmental unit),


 



    Exhibit D-1-1 


     


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐       The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)      the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)     the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in


 



    Exhibit D-1-2 


     


    

 


Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)      at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)     the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)    the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐      None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.     The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.     The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any person that does not provide such affidavit or agreement, if it knows or believes that any representation
contained in such affidavit and agreement is false or if it has actual knowledge that such person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a person that is not a Permitted Transferee.


 



    Exhibit D-1-3 


     


    

 


12.     The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.     The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.     The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.     The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” under Code
Section 6223, of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement and to the Certificate
Administrator making any elections allowed to avoid (A) the application of Code Section 6221 to the Trust REMIC and (B) payment
by the Trust REMIC under Code Section 6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on the holders of the Class R Certificates.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-1-4 


     


    

 





On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 


	 	 	 
	 	NOTARY PUBLIC in and for the
	 	      State of _______________
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 	 


 



    Exhibit D-1-5 


     


    

 



 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





Wells
Fargo Center





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2019-H7


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, and executed in connection with the above-referenced transaction. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee and has no actual knowledge or reason to know that the Transferee’s statements in the Transferee Affidavit are
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be


 






    Exhibit D-2-1


     


    

 


respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.








	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-2-2


     


    


 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services MSC 2019-H7


 


Argentic
Real Estate Finance LLC





40
West 57th Street, 29th Floor





New
York, New York 10019





Attention:
Mike Schulte, facsimile number: (646) 560-1745


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of July
                                         1, 2019, between Morgan Stanley Capital I Inc., as
                                         Depositor, Midland Loan Services, a Division of PNC Bank, as Master Servicer, LNR Partners,
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate
                                         Administrator, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
                                         Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining
sponsor” as such term is defined in the Risk Retention Rule or as Depositor that:


 


		1.	The
                                         Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate
                                         Balance of the Class [E-RR][F-RR][G-RR][H-RR] Certificates from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of a
                                         Risk Retention Certificate by the Transferor unless the Purchaser, or such Purchaser’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 






    Exhibit D-3-1


     


    

 


		3.	Any
                                         transfer of a Risk Retention Certificate to (i) a Plan subject to ERISA or Section 4975
                                         of the Code relying on Prohibited Transaction Exemption 2002-19 or (ii) an insurance
                                         company general account relying on Sections I and III of PTCE 95-60 will be effected
                                         through [______].



 


		4.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		5.	Check
                                         one of the following:



 


☐       The
Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in the Risk Retention
                                         Rule, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the RR Certificates as a nominee, trustee or agent for any person that
                                         is not a Majority-Owned Affiliate, and that for so long as it retains its interest in
                                         the RR Certificates (or until the end of the Transfer Restriction Period), it will remain
                                         a Majority-Owned Affiliate.



 


		C.	It
                                         will deliver a joinder agreement substantially in the form attached to the Risk Retention
                                         Agreement pursuant to which it has agreed to be bound by the terms of the Risk Retention
                                         Agreement to the same extent as if it was the Transferor itself.



 


☐
       The Transfer will occur on and after the fifth anniversary of the Closing Date, and
the Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         will execute and deliver to the Retaining Sponsor a new credit risk retention agreement
                                         in accordance with the Risk Retention Agreement.



 


		B.	If
                                         required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver
                                         a guaranty, if required under the Risk Retention Agreement.



 


		C.	It
                                         will comply with any additional requirements and satisfy any additional conditions set
                                         forth under the Risk Retention Agreement applicable to the Transfer and the Purchaser
                                         as an Eligible Third Party Purchaser (as defined in the Risk Retention Agreement).



 


☐
       The Transfer will occur after the expiration of the Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 






    Exhibit D-3-1


     


    

 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-3-1


     


    


 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 	 
	 	NOTARY PUBLIC in and for the
	 	      State of _______________
	 	 
	[SEAL]	 
	My Commission expires:	 
	 	 	 





 




    Exhibit D-3-3


     


    


 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services MSC 2019-H7


 


Argentic
Real Estate Finance LLC





40
West 57th Street, 29th Floor





New
York, New York 10019





Attention:
Mike Schulte, facsimile number: (646) 560-1745


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate Balance of the Class [E-RR][F-RR][G-RR][H-RR] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”)
                                         and the Pooling and Servicing Agreement.



 


		2.	The
                                         Transferor has provided notice to the Depositor of the transfer no later than ten (10)
                                         days prior to the occurrence of the transfer.



 






    Exhibit D-4-1


     


    

 


		3.	Any
                                         transfer of a Certificate evidencing a Risk Retention Certificate to (i) a Plan subject
                                         to ERISA or Section 4975 of the Code relying on Prohibited Transaction Exemption 2002-19
                                         or (ii) an insurance company general account relying on Sections I and III of PTCE 95-60
                                         will be effected through [_____].



 


		4.	Check
                                         one of the following:



 


☐
       The Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Risk Retention Rule, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to a Majority-Owned Affiliate.



 


☐
       The Transfer will occur on and after the fifth anniversary of the Closing Date, and
the Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to Eligible Third Party Purchasers (as defined in the
                                         Risk Retention Agreement).



 


☐
       The Transfer will occur after the termination of the Transfer Restriction Period.


 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].





	 	 	 
	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-4-2


     


    


 


EXHIBIT
D-5


 


FORM
OF REQUEST RETAINING SPONSOR CONSENT FOR RELEASE OF THE RR CERTIFICATES


 


TO
BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE ADMINISTRATOR BY THE HOLDER OF THE RR CERTIFICATES


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – MSC 2019-H7

Email:RiskRetentionCustody@wellsfargo.com


 


TO
BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR BY THE HOLDER OF THE RR CERTIFICATES


 


Argentic
Real Estate Finance LLC





40
West 57th Street, 29th Floor





New
York, New York 10019





Attention:
Mike Schulte, facsimile number: (646) 560-1745


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[____] aggregate Certificate Balance
of the Class [E-RR][F-RR][G-RR][H-RR] Certificates from the RR Certificates Safekeeping Account.


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and
Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 






    Exhibit D-5-1


     


    

 


The
Holder of the RR Certificates hereby requests your written consent to the Release.





	 	 	 
	 	Sincerely,
	 	 
	 	[HOLDER
OF THE RR CERTIFICATES]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  


CONSENT
TO RELEASE:


 


RETAINING
SPONSOR


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Morgan
Stanley Capital I Inc., as Depositor


 





	By:	 	 
	 	Name:	 
	 	Title:]1	 


 





 



 





1
Signature of the Depositor not required in the case of the RR Certificates being released from the RR Certificates Safekeeping
Account and substituted with replacement Definitive Certificates for purposes of registering the RR Certificates in the name of
another Holder.




 




    Exhibit D-5-2


     


    


 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan
    Information
	 
	 	Name
    of Mortgagor:	
	 	 	 
	 	[Master
    Servicer] 	
	 	[Special Servicer]

                                                         Loan No.:
	 
	 	 	 
	Custodian
	 
	 	Name:	Wells
    Fargo Bank, National Association
	 	 	 
	 	Address:	1055
10th Ave SE

        Minneapolis,
Minnesota 55414

Attention: Document Custody Group

        Morgan
Stanley Capital I Trust 2019-H7

	 	 	 
	 	Custodian/Trustee

                                                                              Mortgage File No.:
	
	 
	Depositor
	 
	 	Name:	Morgan
    Stanley Capital I Inc.
	 	 	 
	 	Address:	Morgan
Stanley Capital I Inc.

        1585
Broadway

        New
York, New York 10036

        Attention:
Jane Lam

	 	 	 
	 	Certificates:	Morgan
    Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(in such capacity, the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, the
documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement, relating to Morgan Stanley Capital I Trust
2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Pooling and Servicing Agreement”).


 





		(
                               )	 	 


 






    Exhibit E-1


     


    

 





		(
                               )	 	 


 





		(
                               )	 	 


 





		(
                               )	 	 


 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





		[____________]


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 




    Exhibit E-2


     


    


 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





Wells
Fargo Center





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS) –





 Morgan
Stanley Capital I Trust 2019-H7 





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


		Re:	Transfer
                                         of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-H7



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the Morgan
Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, Class [_] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used and not otherwise defined herein have
the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of
any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption


 






    Exhibit F-1-1


     


    

 


(“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not
constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 




    Exhibit F-1-2


     


    


 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS V and class R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





Wells
Fargo Center





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS) –





 Morgan
Stanley Capital I Trust 2019-H7 





[OR
OTHER CERTIFICATE REGISTRAR]


  


[Transferor]





[______]





[______]





Attention:
[______]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Morgan Stanley Capital
I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, [Class V][Class R] Certificates (the “[Class
V][Class R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of July 1, 2019 (the
“Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class
R] Certificate, the Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA).
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any
other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of
any such Plan or using the assets of a Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA) to purchase such [Class V][Class R] Certificate.


 






    Exhibit F-2-1


     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]





 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit F-2-2


     


    


 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT


 



 




    Exhibit G-1


     


    


 






 


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		











	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Operating Advisor	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Morgan Stanley Capital I Inc. 	 	 	 	Midland Loan Services, a Division of PNC Bank,	 	 	 	LNR Partners, LLC

	 	 	 	Pentalpha Surveillance LLC	 	 	 
	 	 	 	1585 Broadway	 	 	 	National Association	 	 	 	 	 	 	 	375 North French Road	 	 	 
	 	 	 	New York, NY 10036	 	 	 	10851 Mastin Street	 	 	 	1601 Washington Avenue	 	 	 	Suite 100	 	 	 
	 	 	 	 	 	 	 	Building 82, Suite 300 	 	 	 	Suite 700	 	 	 	Amherst, NY 14228	 	 	 
	 	 	 		 	 	 	Overland Park, KS 66210






	 	 	 	Miami Beach, FL 33139	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact: General Information Number 	 	 	 	Contact: Heather Wagner	 	 	 	Contact:             www.lnrpartners.com	 	 	 	Contact:             Don Simon	 	 	 
	 	 	 	Phone Number:      (212) 761-4000	 	 	 	Phone Number:      (913) 253-9570	 	 	 	Phone Number:   (305) 695-5600	 	 	 	Phone Number:   (203) 660-6100	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please
        visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention
        notices. In addition, certificateholders may register online for email notification when special notices are posted. For
        information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





  




    Page 1 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized Loss/
 Additional Trust
 Fund Expenses	Total
 Distribution	Ending
 Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through
 Rate	Original
 Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total
 Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                                                    Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance
                                                                    of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated
                                                                    class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 23 


     


    

 











	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled Principal	Principal Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual
 Dates	Accrual
 Days	Accrued
 Certificate
 Interest	Net Aggregate
 Prepayment
 Interest Shortfall	Distributable
 Certificate
 Interest	Distributable
 Certificate Interest
 Adjustment	WAC CAP
 Shortfall	Interest 
 Shortfall/(Excess) 	Interest
 Distribution	Remaining Unpaid
 Distributable
 Certificate Interest	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1)  The Available Distribution Amount includes any Prepayment Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 23 


     


    






 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions due to Nonrecoverability Determinations	0.00	 	 	Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Asset Representations Reviewer Fee - Pentalpha	0.00	 	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 	Surveillance LLC	 		 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 		 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 		 		 
	 	Total Interest
    Collected	 	0.00	 	Additional Trust
    Fund Expenses:	 	 	 
	 	 	 	 	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	Principal:	 	 	 	ASER Amount	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Special Servicing
    Fee	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00	 	 
	 	Negative Amortization	0.00	 	 	Total Additional
    Trust Fund Expenses		 0.00	 
	 	Principal Adjustments	0.00	 	 		 		 
	 	Total Principal
    Collected		0.00 	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Other Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	Total Funds Collected	 	0.00	 		 		 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
        Current Mortgage Loan and Property
Stratification Tables

        Aggregate Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled 

Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	  See
    footnotes on last page of this section.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 23 


     


    
 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt
Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all
cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided
by the borrower for this calculation.


	 
	 	 	 
	 	(2)
Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated
Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current
loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The
Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File.
To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables
is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that
have been modified into a split loan structure. The “State” and “Property” stratification tables do not
include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been
modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the
senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


    Page 9 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	IN  	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction	10	 -	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


    Page 10 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by
the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 23 


     


    










 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	



Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace
    Period	1	- 30-59 Days Delinquent	5 	- 	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	 -	Reps and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days
    Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	 	 	 	 	 	 	 	 	6	-	DPO	 	 	    Foreclosure



	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 23 


     


    



 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 23 


     


    


 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		






	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 23 


     


    

 





	 	 	 	 
		Morgan Stanley Capital I Trust 2019-H7


    Commercial Mortgage Pass-Through Certificates


    Series 2019-H7

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution Date:	8/16/19
	Corporate Trust Services	Record Date:	7/31/19
	8480 Stagecoach Circle	Determination
    Date:	8/12/19
	Frederick, MD 21701-4747		





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 

	 
	 	 	 
	 	 



	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 23 of 23 


     


    

 


EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National Association,
as Trustee for the registered holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
Series 2019-H7” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services – MSC 2019-H7, its successors and assigns, all right, title and interest of the Assignor
in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME
OF CURRENT ASSIGNOR]


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit H-1


     


    


 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2019-H7


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 





*       Select
appropriate depository.







 






    Exhibit I-1


     


    

 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2


     


    


 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2019-H7


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
Morgan Stanley Capital I Inc.


 





 






 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit J-2


     


    


 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2019-H7


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 





 



 





*       Select
appropriate depository.




 






    Exhibit K-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





		[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:


  


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit K-2


     


    


 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2019-H7


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of


 





 



 





*       Select,
as applicable.




 






    Exhibit L-1


     


    

 


the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





		Dated:______________	


 





		By:	 	

	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


 




    Exhibit L-2


     


    


 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2019-H7


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 





*       Select
appropriate depository.


 











    Exhibit M-1


     


    

 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





		[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:





 


Dated:
________


 


cc:
Morgan Stanley Capital I Inc.


 





 



 





**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.







 




    Exhibit M-2


     


    


 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2019-H7


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 





 






 





*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




 






    Exhibit N-1


     


    

 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





		[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:


  


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit N-2


     


    


 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





Morgan
Stanley Capital I Trust 2019-H7


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of


 






    Exhibit O-1


     


    

 


the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





		[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 




    Exhibit O-2


     


    


 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY 

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association





9062
Old Annapolis Road





Columbia,
Maryland 21045





Attention:
Corporate Trust Services (CMBS) Morgan Stanley Capital I Trust 2019-H7





trustadministrationgroup@wellsfargo.com





cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
       The undersigned is a Certificateholder, a beneficial owner or prospective purchaser
of the Class [__] Certificates or a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date


 






    Exhibit P-1A-1


     


    

 


that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





		[Certificateholder, beneficial
owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative of the foregoing)]
	 	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1A-2


     


    


 


EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	

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

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Email:
        NoticeAdmin@midlandls.com

        

         

        Pentalpha
        Surveillance LLC

        375 N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        MSC 2019-H7 Transaction Manager

        

        With
        a copy sent via email to notices@pentalphasurveillance.com

        
	Wells
                                         Fargo Bank, National Association,

                                         600 South 4th Street, 7th Floor

        

        MAC
        9300-070

        Minneapolis, Minnesota 55479 0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust 2019-H7 Series 2019-H7

        

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2019-H7

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	LNR
                                         Partners, LLC

        

        1601
        Washington Avenue, Suite 700

        

        Miami
        Beach, Florida 33139

        

        Attention:
        Heather Bennett and Job Warshaw

        

        With
        a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

         



		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [_] Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 






    Exhibit P-1B-1


     


    

 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-1B-2


     


    

  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





		[Directing Certificateholder][Controlling
Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:

Title:





 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1B-3


     


    


 


EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) Morgan Stanley Capital I Trust 2019-H7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


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





10851
Mastin Street, Suite 700





Overland
Park, Kansas 66210





Attention:
Executive Vice President – Division Head





Email:
NoticeAdmin@midlandls.com


 


Re:
Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, Class [_] Certificates 


 


In
accordance with the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the


 






    Exhibit P-1C-1


     


    

 


undersigned is subject), and such Distribution Date Statement will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statement confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statement (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statement in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





		[Certificateholder, beneficial
owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative of the foregoing)]
	 	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1C-2


     


    


 


EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	

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

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Email:
        NoticeAdmin@midlandls.com

         

        Pentalpha
        Surveillance LLC

        375 N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        MSC 2019-H7 Transaction Manager

        

        With
        a copy sent via email to notices@pentalphasurveillance.com

         
	Wells
                                         Fargo Bank, National Association,

                                         600 South 4th Street, 7th Floor

        

        MAC
        9300-070

        Minneapolis, Minnesota 55479 0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust 2019-H7 Series 2019-H7

        

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2019-H7

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	LNR
                                         Partners, LLC

        

        1601
        Washington Avenue, Suite 700

        

        Miami
        Beach, Florida 33139

        

        Attention:
        Heather Bennett and Job Warshaw

        

        Facsimile
        number: (305) 695-5601

        

        With
        a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

         



		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    Exhibit P-1D-1


     


    

 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the


 






    Exhibit P-1D-2


     


    

 


related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.         The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





		[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:

Title:


  


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1D-3


     


    


 


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	

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

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Email:
        NoticeAdmin@midlandls.com

         

        Pentalpha
        Surveillance LLC

        375 N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        MSC 2019-H7 Transaction Manager

        

        With
        a copy sent via email to notices@pentalphasurveillance.com

         
	Wells
                                         Fargo Bank, National Association,

                                         600 South 4th Street, 7th Floor

        

        MAC
        9300-070

        Minneapolis, Minnesota 55479 0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust 2019-H7 Series 2019-H7

        

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2019-H7

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	LNR
                                         Partners, LLC

        

        1601
        Washington Avenue, Suite 700

        

        Miami
        Beach, Florida 33139

        

        Attention:
        Heather Bennett and Job Warshaw

        

        Facsimile
        number: (305) 695-5601

        

        With
        a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

         



		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [_] Certificates 



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY CAPITAL I TRUST
2019-H7, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-H7, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 






    Exhibit P-1E-1


     


    

 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a


 






    Exhibit P-1E-2


     


    

 


beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.         The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.         The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.         To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.         The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class


 






    Exhibit P-1E-3


     


    

 


Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 	 	 
	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1E-4


     


    


 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
                                         Email

                                         Wells Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services (CMBS) Morgan Stanley Capital I Trust Series 2019-H7

                                         cts.cmbs.bond.admin@wellsfargo.com

        

        trustadministrationgroup@wellsfargo.com

         

	with
                                         a copy to:

        

         

        Wells
        Fargo Bank, National Association,

        

        8480
Stagecoach Circle

Frederick, Maryland 21701-4747

        Attention:
        Morgan Stanley Capital I Trust Series 2019-H7

         



		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Morgan Stanley Capital I Trust 2019-H7 securitization should be revoked as to such users:


 






    Exhibit P-1F-1


     


    

 





	 
	 
	 
	 
	 
	 
	 





 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
			Name:

Title:


  


Dated:
_______


 


cc:
Morgan Stanley Capital I Inc.


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 





	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	Certificate Administrator	 
	 	 
	Name:	 
	Title:	 


 




    Exhibit P-1F-2


     


    


 


EXHIBIT
P-1G


  


Form
of Certification of the Directing Certificateholder


 


[Date]


 





	
        

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

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Email: NoticeAdmin@midlandls.com

         

        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: MSC 2019-H7 Transaction Manager

        With a copy sent via email to notices@pentalphasurveillance.com
	
        Wells Fargo Bank, National Association,

        600 South 4th Street, 7th Floor

        MAC 9300-070

        Minneapolis, Minnesota 55479 0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust 2019-H7 Series 2019-H7

         

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2019-H7

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Facsimile number: (305) 695-5601

        With a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com








 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, Class [__] Certificates 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 






    Exhibit P-1G-1


     


    

 


[INCLUDE
FOR ANY DIRECTING CERTIFICATEHOLDER OTHER THAN THE INITIAL DIRECTING CERTIFICATEHOLDER: 4. The undersigned hereby certifies
that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling
and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.]


 


[4][5]. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	 	 	[Directing Certificateholder]
	 	 	 	 	 
	 	 	 	By:	 
		 	 		Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated:	 	 	 	 





cc:
Morgan Stanley Capital I Inc.


 




    Exhibit P-1G-2


     


    









 


EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2019-H7


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
July 1, 2019 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.          has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has
access to the Depositor’s 17g-5 website; and


 


c.          agrees that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect
to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5
Information Provider’s Website.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-2-1


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Morgan Stanley Capital
I Inc. (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Morgan Stanley Capital
I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor
and Asset Representations Reviewer and Wells Fargo Bank, National Association, as Trustee, Certificate Administrator and Custodian,
and the assets underlying or referenced by the Certificates, including the identity of, and financial information with respect
to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed
by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


-
disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives,
agents and advisors (each, a “NRSRO Representative”) who, in the


 



    Exhibit P-2-2


     


    

 


reasonable judgment of the NRSRO, need to
know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the
Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be
satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


-
solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


-
use information derived from the Confidential Information in connection with an Intended Purpose, if such derived information
does not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 






    Exhibit P-2-3


     


    

 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Morgan
Stanley Capital I Inc.


1585
Broadway


New
York, New York 10036


Attention:
Jane Lam


 




    Exhibit P-2-4


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2019-H7


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
July 1, 2019 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Asset Reviewers, LLC, BlackRock Financial Management,
                                         Inc., Trepp, LLC, Bloomberg, L.P., Thomson Reuters Corporation, CMBS.com, Inc., Intex
                                         Solutions, Inc., Moody’s Analytics, Markit Group Limited or RealINSIGHT, or such
                                         other market data provider chosen by the Depositor that has been given access to the
                                         Statements to Certificateholders, CREFC® Reports and supplemental notices
                                         on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 






    Exhibit P-3-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    

 


EXHIBIT
Q-1


 


INITIAL
CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction, the undersigned, as Custodian, hereby
certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(b) or (c), as applicable, of the Pooling and Servicing Agreement, reviewed the documents delivered
to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (A) subject to the final proviso
of the definition of “Mortgage File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling
and Servicing Agreement, all documents specified in clauses (i), (ii), (vii), (viii), (x) and
(xii) of the definition of “Mortgage File” are in its possession, (B) the documents listed in clause (A)
have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan, and (C) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File”.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.





	 	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

                    as Custodian

	 	 	 
	 	By:	 
	 	 	Name:
Title:


  




    Exhibit Q-1-1


     


    

  


EXCEPTIONS


 


[_____]


 




    Exhibit Q-1-2


     


    

 


SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Morgan
Stanley Capital I Inc.


1585
Broadway


New
York, New York 10036


Attention:
Jane Lam


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


 


Email:
NoticeAdmin@midlandls.com LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

E-mail: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Argentic
Securities Income USA LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Mark Sweeney

Facsimile: (646) 560-1759

Email: msweeney@argenticmgmt.com


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services – MSC 2019-H7


With
a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Pentalpha
Surveillance LLC

375 N. French Road, Suite 100


Amherst,
New York 14228 


Attention:
MSC 2019-H7 Transaction Manager


With
a copy sent via email to notices@pentalphasurveillance.com


 




    Exhibit Q-1-3


     


    

 


EXHIBIT
Q-2


 


FINAL
CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction, the undersigned, as Custodian, hereby
certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(b) or (c), as applicable, of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (A) subject to the final proviso of the
definition of “Mortgage File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling and Servicing
Agreement, all documents specified in clauses (i), (ii), (iv), (v), (vi), (vii), (viii),
(x) and (xii) of the definition of “Mortgage File” required to be included in the Mortgage File (to
the extent required to be delivered pursuant to the Pooling and Servicing Agreement), and with respect to all documents specified
in the other clauses of the definition of “Mortgage File” to the extent known by a Responsible Officer of the Custodian
(on the Trustee’s behalf) to be required pursuant to the Pooling and Servicing Agreement, are in its possession, (B) the
documents listed in clause (A) have been reviewed by the Custodian and appear regular on their face and appear to be executed
and to relate to such Mortgage Loan, (C) based on such examination and only as to the Mortgage Note and Mortgage, the related
Mortgage Rate and stated maturity date, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage
Loan Schedule respecting such Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File,
and (D) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File”.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 






    Exhibit Q-2-1


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit Q-2-2


     


    

 


EXCEPTIONS


 


[_____]


 




    Exhibit Q-2-3


     


    

 


SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Morgan
Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Email:
NoticeAdmin@midlandls.com


 


LNR
Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601

E-mail: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


  


Argentic
Securities Income USA LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Mark Sweeney

Facsimile: (646) 560-1759

Email: msweeney@argenticmgmt.com


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2019-H7


 


Pentalpha
Surveillance LLC

375 N. French Road, Suite 100


Amherst,
New York 14228


Attention:
MSC 2019-H7 Transaction Manager


With
a copy sent via email to notices@pentalphasurveillance.com


 




    Exhibit Q-2-4


     


    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY – MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: (888) 706-3565





 

 


SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 




LIMITED
POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in
such capacity, the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank,
National Association (in such capacity, the “Master Servicer”), as its true and lawful attorney-in-fact (the
“Attorney-In-Fact”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative
appointed by the Board of Directors of the Master Servicer, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (12) below; provided however,
that the documents described below may only be executed and delivered by such Attorney-In-Fact if such documents are required
or permitted under the terms of the Pooling and Servicing Agreement dated as of July 1, 2019 (the “Agreement”),
between Morgan Stanley Capital I Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, relating to the Morgan Stanley Capital
I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 and no power is granted hereunder to take any action
that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage
loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of
mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other
forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


1.            Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to


 



    Exhibit R-1-1


     


    

 


 or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any
lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds
in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under
the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action,
state or federal suit or any other action.


 


2.            Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.            Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.            Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


5.            Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Mortgagors, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.            Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.            [RESERVED].


 


8.            Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.            Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary
to transfer ownership of the


 



    Exhibit R-1-2


     


    

 


affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


10.          Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


11.          Convey
a Mortgaged Property to the mortgage insurer, or close the title to a Mortgaged Property to be acquired as real estate owner,
or convey title to real estate owned property (“REO Property”).


 


12.          Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of a Mortgaged Property to
a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of the Closing Date.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


This
Limited Power of Attorney is effective as of the Closing Date and shall remain in full force and effect until (a) revoked in writing
by the Trustee, or (b) the termination, resignation or removal of the Trustee under the Agreement, or (c) the termination, resignation
or removal of the Master Servicer, or (d) the termination of the Agreement, whichever occurs earlier.


 


The
Master Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse
of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee
under the Agreement.


 




    Exhibit R-1-3


     


    

 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee for the registered Holders of Morgan Stanley Capital I Trust
2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, has caused its corporate seal to be hereto affixed and
these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________
day of ____________.


 





	 	 	Wells Fargo Bank, National Association, as Trustee
for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
Series 2019-H7
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:

Title:
	 	 	 	 
	Attest:	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 


 






    Exhibit R-1-4


     


    

 





	STATE OF	)
	 	)    ss.:
	COUNTY OF	)


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


Witness my hand and official
seal.


 





	 	 	 
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 


 






    Exhibit R-1-5


     


    




  


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY – SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


  


LNR
Partners, LLC


1601
Washington Avenue, Suite 700


Miami
Beach, Florida 33139


Attention:
David Serna


Facsimile
Number: (305) 695-5601


Email:
lnr.cmbs.notices@lnrproperty.com


 

 


SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wells Fargo Bank, National Association, a national banking association organized and existing
under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045 as Trustee (in such
capacity, the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of July 1, 2019 (the “Agreement”)
between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and
Custodian, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer (the “Master Servicer”), LNR Partners, LLC, as Special
Servicer (the “Special Servicer”) and Wells Fargo Bank, National Association, as Trustee, hereby constitutes
and appoints the Special Servicer, by and through the Special Servicer’s officers and authorized employees, as the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO
Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and REO Properties; provided however, that the documents
described below may only be executed and delivered by such Attorney-in-Fact if such documents are required or permitted under
the terms of the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the
Agreement.


  


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 






    Exhibit R-2-1


     


    

 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting such Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged
                                         property (a “Mortgaged Property”) to be acquired as REO Property,
                                         or conveyance of title to any REO Property.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note and other loan
                                         documents, in connection with the purchaser or repurchase of the mortgage loan secured
                                         and evidenced thereby.



  


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note and other loan documents.



  


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the Mortgage Note or the termination, cancellation
                                         or rescission of any such foreclosure or the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 






    Exhibit R-2-2


     


    

 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;
                                         



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;
                                         



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;
                                         



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;
                                         



 


		e.	the
                                         taking of deed in lieu of foreclosure;
                                         



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting any Mortgage Notes, Mortgages or deeds of trust;
                                         



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;
                                         



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly owned entity of the Trust for purposes of holding foreclosed property;
                                         and
                                         



 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.i. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:
                                         



 


		a.	listing
                                         agreements;
                                         



 


		b.	purchase
                                         and sale agreements;
                                         



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the
property to a party contracted to purchase same;




 


		d.	escrow
                                         instructions; and
                                         



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



  


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



  






    Exhibit R-2-3


     


    

 


		12.	Execute
                                         and/or file such documents and take such other action as is proper an necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided such resolution shall not include any admission of fault or wrongdoing by the
                                         Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive
                                         relief.



  


		13.	The
                                         execution and delivery of the following:



  


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents and any and all documents, instruments and certifications as are
                                         reasonably necessary to complete or accomplish the Special Servicer’s duties and
                                         responsibilities under the Agreement.



  


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


  






    Exhibit R-2-4


     


    

 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


  


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wells Fargo Bank, National Association except
as specifically provided for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wells Fargo Bank, National Association, then the Special Servicer shall promptly forward a copy of same to the
Trustee.


  


This
limited power of attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or
to allow the Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by
the Agreement.


  


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse,
of this Limited Power of Attorney by the Special Servicer of the powers granted. The foregoing indemnity shall survive the termination
of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 




    Exhibit R-2-5


     


    

  


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee for the registered Holders of Morgan Stanley Capital I Trust
2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, has caused its corporate seal to be hereto affixed and
these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________
day of ____________.


 





	 	 	Wells Fargo Bank, National Association,
as Trustee for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through
Certificates, Series 2019-H7
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:

Title:
	 	 	 	 
	Attest:	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 








 






    Exhibit R-2-6


     


    




 





	STATE OF	)
	 	)    ss.:
	COUNTY OF	)


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


Witness my hand and official seal.





	 	 	 
	Notary signature	 	 



  




    Exhibit R-2-7


     


    

 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS OF SERVICED COMPANION LOANS 


 


	Loan	Companion
    Holder
	Grand
    Canal Shoppes	Notes
A-1-2, A-1-3, A-1-4, A-1-5, A-1-7, A-1-8

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS:

         

        Morgan
Stanley Bank, N.A.

        1585
Broadway

        New
York, New York 10036

        Attention:
        Jane Lam

          

        with
        a copy to:

          

        Morgan
Stanley Bank, N.A.

        1633
Broadway, 29th Floor

        New
York, New York 10019

        Attention:
        Legal Compliance Division

          

        and

          

        cmbs_notices@morganstanley.com

          

        Notes
A-2-1, A-2-2, A-2-3, A-2-4, A-2-5

        Wells
        Fargo Bank, National Association

          

        NOTICE
        ADDRESS:

          

        Wells
Fargo Commercial Mortgage Servicing

        401
S. Tryon Street, 8th Floor

        Charlotte,
North Carolina 28202

        Facsimile
        No.: 704-715-0034

          

        Notes
A-3-1, A-3-2, A-3-3, A-3-4, A-3-5

        JPMorgan
        Chase Bank, National Association

          

        NOTICE
        ADDRESS:

         

        JPMorgan
Chase Bank, National Association

        383
Madison Avenue, 8th Floor

        New
York, New York 10179

        Attention:
Kunal K. Singh

        Email:
        US_CMBS_Notice@jpmorgan.com






 






    Exhibit S-1


     


    

 


	 	          

        with
        a copy to:

          

        JPMorgan
Chase Bank, National Association

        4
New York Plaza, 21st Floor

        New
York, New York 10004-213

        Attention:
SPG Legal

        Email:
        US_CMBS_Notice@jpmorgan.com

          

        Notes
A-4-1, A-4-2, A-4-3, A-4-4, A-4-5

        Goldman
        Sachs Bank USA

          

        NOTICE
        ADDRESS:

          

        Goldman
Sachs Bank USA

        200
West Street

        New
York, New York 10282

        Attention:
Leah Nivison

        Email:
        leah.nivison@gs.com

          

        with
        a copy to:

          

        Goldman
Sachs Bank USA

        200
West Street

        New
        York, New York 10282

        

        Attention:
Brian Bolton 

        Email:
        brian.a.bolton@gs.com and gs-refgsecuritization@gs.com

          

        and

          

        Cadwalader,
Wickersham & Taft LLP

        200
Liberty Street

        New
York, New York 10281

        Attention:
Lisa Pauquette, Esq.

        Facsimile
No.: (212) 504-6666

        E-mail:
        lisa.pauquette@cwt.com

          

        Note
B

        CPPIB
        Credit Investments II Inc.

         

        

        NOTICE
        ADDRESS:

        

         

        CPPIB
CREDIT INVESTMENTS II INC. 

        One
Queen Street East, Suite 250

        Toronto,
Ontario M5C 2W5




 






    Exhibit S-2


     


    

 


	 	        Attention:
Geoff Souter

        Facsimile
No.: (416) 868-5046

        gsouter@cppib.com

        Attention:
Umang Patel

        Facsimile
No.: (416) 868-5046

        upatel@cppib.com

          

        With
        a copy to:

          

        Arnold
& Porter

        250
West 55th Street

        New
York, New York 10019

        Attention:
Steven Gliatta, Esq.

        Facsimile
No.: (212) 836-6448

        steve.gliatta@arnoldporter.com

        Attention:
Louis J. Hait, Esq.

        Facsimile
No.: (212) 836-6770

        louis.hait@arnoldporter.com

         

        With
        a copy to:

          

        Situs

        4665
Southwest Freeway

        Houston
TX 77027

        Attention:
Robert Elson

        Robert.elson@situs.com

	SoCal
    Retail Portfolio	Notes
A-2, A-7 and A-8

        Morgan
        Stanley Capital I Trust 2019-H6

          

        NOTICE
        ADDRESS:

         

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

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head

        Facsimile:
(888) 706-3565

        Email:
        NoticeAdmin@midlandls.com 

          

        Notes
A-3, Note A-4 and Note A-6

        Argentic
        Real Estate Finance LLC

          

        NOTICE
        ADDRESS:

         

        Argentic
Real Estate Finance LLC 





 






    Exhibit S-3


     


    

 


	 	40
West 57th Street, 29th Floor 

        New
York, New York 10019 

        Attention:
Mike Schulte 

        Facsimile:
(646) 560-1745

         

	Embassy
    Suites at Centennial Olympic Park	Notes
                                         A-2, A-4, A-5, A-6


        Argentic
        Real Estate Finance LLC

         

        NOTICE
        ADDRESS:

         

        Argentic
Real Estate Finance LLC 

        40
West 57th Street, 29th Floor

        New
York, New York 10019

        Attention:
Mike Schulte

        Facsimile:
(646) 560-1745

	125
    Borinquen Place	Note
                                         A-2


        Starwood
        Mortgage Funding II LLC

         

        NOTICE
        ADDRESS:

         

        Starwood
Mortgage Funding II LLC

        1601
Washington Avenue, Suite 800

        Miami
Beach, Florida 33139

        Attention:
Leslie K. Fairbanks

        Facsimile
No.: (305) 695-5449

        email:
        lfairbanks@starwood

          

        with
        a copy to:

         

        and
        with a copy to:

         

        Starwood
        Property Trust, Inc.

        1601 Washington Ave., Suite 800

        Miami Beach, Florida 33139

        Attention: Vincent Kallaher, Senior Vice President

        Facsimile: (305) 695-5449

        With a copy by email to: vkallaher@starwood.com

         

        with
        a copy to:

         

        Starwood
Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Heather Bennett

Facsimile: (305) 695-5449

With copies by email to: hbennett@starwood.com





 






    Exhibit S-4


     


    

 


	 	        and lnr.cmbs.notices@lnrproperty.com

         

        Wells
Fargo Commercial Mortgage Services, Inc.

        Duke
Energy Center

        550
South Tryon St., 12th Floor

        MAC
D1086-120

        Charlotte,
North Carolina 28202

        Attention:
Asset Manager – Starwood Mortgage Capital

        Facsimile
No.: (704) 715-0036

	Visions
    Hotel Portfolio II	Notes
                                         A-2 and A-3


        Starwood
        Mortgage Funding III LLC

          

        NOTICE
        ADDRESS:

          

        Starwood
Mortgage Funding III LLC

        1601
Washington Avenue, Suite 800

        Miami
Beach, Florida 33139

        Attention:
Leslie K. Fairbanks

        Facsimile
No.: (305) 695-5449

        email:
        lfairbanks@starwood

          

        with
        a copy to:

          

        and
        with a copy to:

         

        Starwood
        Property Trust, Inc.

        1601 Washington Ave., Suite 800

        Miami Beach, Florida 33139

        Attention: Vincent Kallaher, Senior Vice President

        Facsimile: (305) 695-5449

        With a copy by email to: vkallaher@starwood.com

         

        with
        a copy to:

         

        Starwood
        Property Trust, Inc.

        1601 Washington Avenue, Suite 800

        Miami Beach, Florida 33139

        Attention: Heather Bennett

        Facsimile: (305) 695-5449

        With copies by email to: hbennett@starwood.com and lnr.cmbs.notices@lnrproperty.com

         

        Wells
Fargo Commercial Mortgage Services, Inc.

        Duke
Energy Center





 






    Exhibit S-5


     


    

 


	 	        550
South Tryon St., 12th Floor

        MAC
D1086-120

        Charlotte,
North Carolina 28202

        Attention:
Asset Manager – Starwood Mortgage Capital

        Facsimile
No.: (704) 715-0036 

         

	Legacy
    Tower	Note
A-2

        Morgan
        Stanley Bank, N.A.

          

        NOTICE
        ADDRESS:

          

        Morgan
Stanley Bank, N.A.

        1585
Broadway

        New
York, New York 10036

        Attention:
        Jane Lam 

          

        with
        a copy to:

         

        Morgan
Stanley Bank, N.A.

        1633
Broadway, 29th Floor

        New
York, New York 10019

        Attention:
        Legal Compliance Division

         

        and
        a copy by email to:

         

        cmbs_notices@morganstanley.com

         

	Eleven
    Seventeen Perimeter	Notes
                                         A-1, A-3, A-4


        Morgan
        Stanley Bank, N.A.

          

        NOTICE
        ADDRESS:

         

        Morgan
Stanley Bank, N.A.

        1585
Broadway

        New
York, New York 10036

        Attention:
        Jane Lam 

          

        with
        a copy to:

         

        Morgan
Stanley Bank, N.A.

        1633
Broadway, 29th Floor

        New
York, New York 10019

        Attention:
        Legal Compliance Division

         





 






    Exhibit S-6


     


    

 


	 	        and
a copy by email to:

         

        cmbs_notices@morganstanley.com 

         






 






    Exhibit S-7


     


    

 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS 


 


[Date]


 


[With
respect to the Tower 28 Whole Loan


 


Wells
Fargo Bank, National Association


Commercial
Mortgage Servicing


401
South Tryon Street, 8th Floor


MAC
D1050-084


Charlotte,
North Carolina 28202


Attention:
BANK 2019-BNK17 Asset Manager


Facsimile
number: (704) 715-0036


Email:
commercial.servicing@wellsfargo.com


  


K&L
Gates LLP


Hearst
Tower


214
North Trym Street


Charlotte,
North Carolina 28202


Attention:
Stacy G. Ackermann


Reference:
BANK 2019-BNK17]


 


[With
respect to the FedEx Niles Whole Loan


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Facsimile:
(888) 706-3565


Email:
NoticeAdmin@midlandls.com]


 


[With
respect to the 3 Columbus Circle Whole Loan


 


KeyBank
National Association


11501
Outlook Street, Suite 300


Overland
Park, Kansas 66211


Attention:
Michael Tilden


Facsimile:
(877) 379-1625


Email:
michael_a_tilden@keybank.com


  


with
a copy to:


 


Polsinelli


900
West 48th Place, Suite 900


 






    Exhibit T-1


     


    

 


Kansas
City, Missouri 64112


Attention:
Kraig Kohring


Facsimile:
(816) 753-1536


Email:
kkohring@polsinelli.com]


 


[With
respect to the AC by Marriott San Jose Whole Loan


  


KeyBank
National Association


11501
Outlook Street, Suite 300


Overland
Park, Kansas 66211


Attention:
Michael Tilden


Email:
Michael_A_Tilden@keybank.com


 


with
a copy to:


 


Polsinelli


900
West 48th Place, Suite 900


Kansas
City, Missouri 64112


Attention:
Kraig Kohring


Email:
kkohring@polsinelli.com


 


[With
respect to the Eleven Seventeen Perimeter Whole Loan: [address of the related Non-Serviced Master Servicer]]


 


VIA
[FACSIMILE][EMAIL]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, and the [Tower 28 Whole Loan] [FedEx Niles Whole Loan] [3 Columbus Circle Whole
                                         Loan] [AC by Marriott San Jose Whole Loan] (the subject “Whole Loan”)



 


Dear
[__________]:


 


The
Certificate Administrator, on behalf of Morgan Stanley Capital I Trust 2019-H7 as holder of one or more promissory notes related
to the subject Whole Loan (collectively, the related “Mortgage Loan”), hereby directs you, as the master servicer
(the “Non-Serviced Master Servicer”) for the subject Whole Loan, as follows:


 


The
Non-Serviced Master Servicer shall remit to Midland Loan Services, a Division of PNC Bank, National Association, as the master
servicer with respect to the Morgan Stanley Capital I Trust 2019-H7 (the “Master Servicer”) all amounts payable
to, and forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents,
communications, and other information that are to be forwarded, delivered or otherwise made available to, the holder of the related
Mortgage Loan.


 


The
related Mortgage Loan [is][is not] a “significant obligor” (within the meaning (g) of Item 1101(k) of Regulation AB)
with respect to the Morgan Stanley Capital I Trust 2019-H7.


 






    Exhibit T-2


     


    

 


Attached
hereto is a copy of the Pooling and Servicing Agreement with respect to the Morgan Stanley Capital I Trust 2019-H7.


 


Thank
you for your attention to this matter.


 




    Exhibit T-3


     


    

 


Date:
_________________________


 





	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2019-H7,
Commercial Mortgage Pass-Through Certificates, Series 2019-H7
	 	 	 
		By:	 
	 	 	[Name]

                              [Title]


  




    Exhibit T-4


     


    

 


EXHIBIT
U


  


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Kroll
                                         Bond Rating Agency, Inc.






805
Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


  


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

                                         in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as
                                         of July 1, 2019 (the “Pooling and Servicing Agreement”), relating
                                         to Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-H7.



 


		Date:	_________,
                                         20___



 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                         ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 






    Exhibit U-1


     


    

 


As
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b) Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)          The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)         The
defeasance was consummated on __________, 20__.


 


(iii)        The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)        The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)       The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 






    Exhibit U-2


     


    

 


(vii)      The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)     The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix)        The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)         The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 






    Exhibit U-3


     


    

 


(c)         Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)        Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)         Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[____________]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:


 




    Exhibit U-5


     


    

 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”).


 


Transaction:
Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7


 


Operating
Advisor: Pentalpha Surveillance LLC


 


Special
Servicer: LNR Partners, LLC


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of a Final Asset Status Report.



 


		b.	Final
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet
                                         be implemented.



 


		2.	The
                                         Special Servicer has notified the Operating Advisor that it has completed a Major Decision
                                         with respect to [●] Specially Serviced Loans [INSERT AFTER AN OPERATING ADVISOR
                                         CONSULTATION EVENT: and [●] non-Specially Serviced Loans], and provided to the
                                         Operating Advisor the Major Decision Reporting Package or Final Asset Status Report with
                                         respect to [●] Specially Serviced Loans [INSERT AFTER AN OPERATING ADVISOR CONSULTATION
                                         EVENT: and [●] non-Specially Serviced Loans] to the operating advisor.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s reported actions on the loans identified in this report.
Based solely on such limited review and subject to the


 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 



    Exhibit V-1


     


    

 


assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the
prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer
has failed to materially comply with the Servicing Standard as a result of the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List
                                         of Items that Were Considered in Compiling this Report 



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Packages received from the Special Servicer.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that are relevant to the operating advisor’s obligations
                                         under the PSA and certain information it has reasonably requested from the special servicer
                                         and each [INSERT IF PRIOR TO AN OPERATING ADVISOR CONSULTATION EVENT: Final] Asset Status
                                         Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations, and non-discretionary
                                         portions of net present value calculations.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement with respect to Major Decisions.



 


		6.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] During the prior year, the Operating
                                         Advisor consulted with the Special Servicer regarding its strategy plan for a limited
                                         number of issues related to the following Specially Serviced Loans: [LIST]. The Operating
                                         Advisor participated in discussions and made strategic observations and recommended alternative
                                         courses of action to the extent it deemed such observations and recommendations appropriate.
                                         



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review underlying lease agreements or similar underlying


 



    Exhibit V-2


     


    

 



documents, re-engineer the quantitative aspects of their net present value calculation, visit any related property, visit the
Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present
value calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such,
does not take into account the reasonableness of the discretionary portions of such formulas. In the course of such review, the
following calculations of the special servicer were initially disputed by the Operating Advisor and [DISCUSS RESOLUTION].


 


		IV.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report
                                         



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Except
                                         as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
                                         the Operating Advisor did not participate in, or have access to, the Special Servicer’s
                                         and Directing Certificateholder’s discussion(s) regarding any Specially Serviced
                                         Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder
                                         or borrower directly. As such, the Operating Advisor relied upon the information delivered
                                         to it by the Special Servicer as well as its interaction with the Special Servicer, if
                                         any, in gathering the relevant information to generate this report. The services that
                                         we perform are not designed and cannot be relied upon to detect fraud or illegal acts
                                         should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s Website.



 






    Exhibit V-3


     


    

 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 





	 	PENTALPHA
SURVEILLANCE LLC, as Operating
Advisor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit V-4


     


    

 


EXHIBIT
W


  


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 





Wells
Fargo Bank, National Association


as
Trustee


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2019-H7


  


Wells
Fargo Bank, National Association


as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services (CMBS) Morgan Stanley Capital I Trust 2019-H7

Telecopy Number: (410) 715-2380


 


[LNR
Partners, LLC


1601
Washington Avenue, Suite 700


Miami
Beach, Florida 33139


Attention:
Heather Bennett and Job Warshaw


Facsimile
number: (305) 695-5601]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7, 

                                         Recommendation of Replacement of Special Servicer 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, on behalf of the holders
of Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [NAME OF SPECIAL SERVICER], in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 






    Exhibit W-1


     


    

 


Based
upon such assessment, we further hereby recommend that [NAME OF SPECIAL SERVICER] be removed as Special Servicer and that [________]
be appointed its successor in such capacity.


 





	 	Very truly yours,
	 	 	 
	 	 	[The
                              Operating Advisor]
	 	 	 
		By:	 
	 	 	Name:

                              Title:
	 	 	 
	Dated:	 	 


 




    Exhibit W-2


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Facsimile:
(888) 706-3565


Email:
NoticeAdmin@midlandls.com


 


LNR
Partners, LLC


1601
Washington Avenue, Suite 700


Miami
Beach, Florida 33139


Attention:
Heather Bennett and Job Warshaw


Facsimile
number: (305) 695-5601


 


		Re:	Access
                                         to Certain Information Regarding Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage
                                         Pass-Through Certificates, Series 2019-H7



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Defined terms used herein and not otherwise defined shall have
the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”)/LNR Partners, LLC (“LNR”)] understands
that [____] (the “Company”) is requesting certain confidential or non-public information relating to the Mortgage
Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Midland/LNR]
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to [Midland/LNR] by third parties, (b) may not have been verified
by [Midland/LNR], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Midland/LNR], the [“Master
Servicer”/”Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective
Representatives (as defined below) shall not have any liability to the Company or its


 



    Exhibit X-1


     


    

 


[_____] [__], 20[__]


Page 2


 


Representatives resulting from (x) any inaccuracies
or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Midland/LNR]’s failure
or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following
will not constitute “Confidential Information” for purposes of this letter agreement: (a) information that
was already in Company’s possession prior to its receipt from [Midland/LNR]; (b) information that is obtained by Company
from a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual,
legal or fiduciary obligation to [Midland/LNR]; (c) information that is or becomes publicly available through no fault of Company;
and (d) information that is independently developed by Company. The term “Representatives” with respect to any entity
shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be
internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Midland/LNR]’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/LNR]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Midland/LNR] may cease or defer providing the Company
with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) [Midland/LNR]
determines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action
is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable
law. [Midland/LNR] shall cease to provide the Company with Confidential Information if [Midland/LNR] has actual knowledge that
the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland/LNR] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to
the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential
Information. [Midland/LNR]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest


 



    Exhibit X-2


     


    

 


[_____] [__], 20[__]


Page 3 


 


or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Midland/LNR] intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Midland/LNR]’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.





	 	 	 
	 	Very truly yours,
	 	 
	 	[MIDLAND
                    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

	 	 	 
	 	By:	 
	 	 	Name:
Title:]
	 	 	 
	 	[LNR
PARTNERS, LLC

	 	 	 
	 	By:	 
	 	 	Name:
Title:]


 





	CONFIRMED AND AGREED TO:	 
	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:

               Title:	 








 




    Exhibit X-4


     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of Morgan Stanley Capital
                                         I Trust 2019-H7 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statement(s) required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicer(s) have fulfilled their obligations under the servicing agreement(s) in
                                         all material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee, Certificate Administrator and Custodian, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer; and]


 


(B)
[List other applicable reporting servicers]


 






    Exhibit Y-1


     


    

 


Date:
_________________________


 


______________________________________

[_____]

President

(Senior officer in charge of the securitization of the depositor)



  




    Exhibit Y-2


     


    

 


EXHIBIT
Z-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


  


MORGAN
STANLEY CAPITAL I TRUST 2019-H7


 


(the
“Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling
and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), relating to Morgan
Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that they will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in respect
                                         of periods included in the year covered by the Annual Report (collectively with the Annual
                                         Report, the “Reports”), of the Trust and any securitization trust
                                         formed pursuant to an Other Pooling and Servicing Agreement;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
                                         on any Reports, the Certificate Administrator has fulfilled its obligations in all material
                                         respects under the Pooling and Servicing Agreement; and



 






    Exhibit Z-1-1


     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
                                         has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Depositor and any Other Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 





	 	 	 
	 	WELLS
                    FARGO BANK, National Association

	 	 	 
	 	By:	 
	 	 	Name:
Title:





  




    Exhibit Z-1-2


     


    

 


Exhibit
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


MORGAN
STANLEY CAPITAL I TRUST 2019-H7


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of MIDLAND LOAN SERVICES, A
DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing Agreement, dated
as of July 1, 2019 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-H7,
Commercial Mortgage Pass-Through Certificates, Series 2019-H7, on behalf of the Master Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling
                                         and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
                                         Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the
                                         Master Servicer to the Certificate Administrator for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect
                                         to the Master Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Master Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 






    Exhibit Z-2-1


     


    

 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Relevant Period have been provided all information relating to the Master Servicer’s
                                         assessment of compliance with the Relevant Servicing Criteria in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator, the Depositor and each Other Depositor for disclosure in such annual report
                                         on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn
dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to
the completeness of information and reports, I do not certify anything other than that all fields of information called for in
written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank on
their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, National Association



	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
Title:


 




    Exhibit Z-2-2


     


    

 


Exhibit
Z-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Morgan
Stanley Capital I Trust 2019-H7


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of LNR PARTNERS, LLC (the “Special Servicer”) as
Special Servicer under that certain Pooling and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), relating to Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
2019-H7, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been
                                         submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Special Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect
                                         to the Special Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 


		4.	The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Relevant Period have been provided all information relating to the Special
Servicer assessment of compliance with the Relevant Servicing Criteria, in order to



 






    Exhibit Z-3-1


     


    

 


 enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and


 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator, the Depositor and any Other Depositor for disclosure in such
                                         annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 





	 	 	 
	 	LNR
                    PARTNERS, LLC

	 	 	 
	 	By:	 
	 	 	Name:
Title:





 




    Exhibit Z-3-2


     


    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


MORGAN
STANLEY CAPITAL I TRUST 2019-H7


 


(the
“Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of July 1, 2019 (the
“Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage
Pass-Through Certificates, Series 2019-H7, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the period ending [December
31, 20__] in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor,
the Certificate Administrator and any Other Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator, the Depositor and any Other Depositor
for disclosure in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


	 	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION

	 	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit Z-4-1


     


    

 


Exhibit
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


  


Morgan
Stanley Capital I Trust 2019-H7


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC
(the “Operating Advisor”) as Operating Advisor under that certain Pooling and Servicing Agreement dated
as of July 1, 2019 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-H7,
Commercial Mortgage Pass-Through Certificates, Series 2019-H7, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification]
and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and
their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         (the “Reports”) (such information provided by the Operating Advisor,
                                         collectively, the “Operating Advisor Periodic Information”) have been
                                         submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Relevant Period have been provided all information relating to the Operating Advisor’s
                                         assessment of compliance with the Relevant Servicing Criteria, in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 






    Exhibit Z-5-1


     


    

 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the [Depositor,
                                         the Certificate Administrator and any Other Depositor for inclusion as an exhibit to
                                         such Form 10-K. Any material instances of noncompliance described in such reports have
                                         been provided to the Certificate Administrator, the Depositor and any Other Depositor
                                         for disclosure in such annual report on Form 10-K.]



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	PENTALPHA SURVEILLANCE LLC,

                                                                                as Operating Advisor

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


MORGAN
STANLEY CAPITAL I TRUST 2019-H7


 


(the
“Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of July 1, 2019
(the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage
Pass-Through Certificates, Series 2019-H7, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the period
ending [December 31, 20__] in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor, the Certificate Administrator and any Other Depositor for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator, the Depositor and any
Other Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION

	 	 	 
	 	By:	 
	 	 	Name:
Title:


 




    Exhibit Z-6-1


     


    

 


Exhibit
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


MORGAN
STANLEY CAPITAL I TRUST 2019-H7


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC
(the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), relating to Morgan
Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the Asset
                                         Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




    Exhibit Z-7-1


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PENTALPHA SURVEILLANCE LLC,

                                                                                as Asset Representations Reviewer

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-7-2


     


    

 


EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


 


 


	Applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer

        Special
Servicer

Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1



 






    Exhibit AA-1


     


    

 


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer



 





 



 


1
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during
the applicable calendar year.


 






    Exhibit AA-2


     


    

 


	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 




    Exhibit AA-3


     


    


 


 


EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2019-H7 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB.


 







	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(13) of Regulation AB

         
	●     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ●     Item
1121(a)(14) of Regulation AB

        ●     Item
1121(d) of Regulation AB

        ●     Item
1121(e) of Regulation AB
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        ●     Asset
Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)

	
        Item 2: Legal Proceedings:

         

        ●     Item
1117 of Regulation AB (it being acknowledged that such Item 1117
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
Servicer (as to itself) 



 


    Exhibit BB-1


     


    
 

	requires disclosure only of proceedings described therein that are material to security holders)	
        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	
        Item 3: Sale of Securities and Use of Proceeds

         
	●     Depositor
	
        Item 4: Defaults Upon Senior Securities

         
	●     Certificate Administrator
	
        Item 5: Submission of Matters to a Vote of Security Holders

         
	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist
of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO  
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         



 


    Exhibit BB-2


     


    
 


	
        Property (as applicable), and quarterly and annual financial
        statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that
        for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and
        interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 	 
	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)	 
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	
        ●     Depositor

         
	 
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Master
Servicer (with respect to the balance of the Collection Account as of the related
	 


 


    Exhibit BB-3


     


    
 


	 	
        Distribution Date and the preceding Distribution
        Date)

         

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders)
	 
	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	
        ●     Depositor

         
	 
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        provided, in each case, that this shall
in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party.
	 
	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 


 


    Exhibit BB-4


     


    
 


	Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	
        ●     Depositor

         
	 
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	
        ●     Certificate
        Administrator

         
	 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	
        ●     Not
        Applicable.

         
	 
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	
        ●     Not
        Applicable.

         
	 
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.	 


 


    Exhibit BB-5


     


    
 



EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2019-H7 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-K	Party Responsible	 
	
        Item 1B: Unresolved Staff Comments

         
	
        ●     Depositor

         
	 
	
        Item 9B: Other Information, but only to the extent of any
        information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form
        8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	
        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         
	 



 


    Exhibit CC-1


     


    
 


	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ●     The
        applicable Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	
        ●     The
        Depositor

         




 


    Exhibit CC-2


     


    
 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent
        that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	
         

        ●     Depositor

         



 


    Exhibit CC-3


     


    
 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Asset
        Representations Reviewer (as to itself)

         

        ●     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there
is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one
hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4)
any other party listed under this item as a “Party Responsible”; provided, however, that an affiliation
need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
as “Additional Form 10-K Disclosure”.
	
        ●     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Operating
Advisor

        ●     Asset
Representations Reviewer

        ●     Trustee
(as to itself) (only as to affiliations under Item 1119(a) with the Master Servicer, Certificate Administrator, each Special Servicer
or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the



 


    Exhibit CC-4


     


    
 


	
        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2019-H7 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-H7 transaction
or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
years, (B) need not be reported if  
	
        Prospectus as an “originator”
of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the
assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due.

        ●     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        ●     Each
party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
the Form 10-K is due.



 


    Exhibit CC-5


     


    
 


	it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2019-H7 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not  
	
        ●     The
Depositor

        ●     Each
        Mortgage Loan Seller

         



 


    Exhibit CC-6


     


    
 


	
        material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_]
        transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	
        ●     Depositor

         

	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	
        ●     Depositor

         



 


    Exhibit CC-7


     


    
 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
Administrator

        ●     Depositor

         

        provided, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party.
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable

         
	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable.

         
	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable

         
	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	
        ●     Not
        Applicable.

         
	 
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable

         
	 


 


    Exhibit CC-8


     


    
 


	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable.

         
	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of
Item 601 of Regulation S-K)
	
        ●     Depositor.

         
	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	
        ●     Not
        Applicable.

         
	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a
registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing
Agreement.
	
        ●     Depositor

         
	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes
        of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of
        this Pooling and Servicing Agreement.

         
	
        ●     Master
Servicer

        ●     Special
Servicer

        ●     Depositor

        ●     Any
        other Servicing Function Participant

         

        provided, however, in each case,
that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent
that such party is required to deliver or cause the delivery of the related attestation report.
	 
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	
        ●     Certificate
        Administrator

         
	 


 


    Exhibit CC-9


     


    
 


	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K).
	
        ●     Not
        Applicable

         

	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K).
	
        ●     Delivery
of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
Pooling and Servicing Agreement.

	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of
Item 601 of Regulation S-K).
	
        ●     Not
        Applicable.

         

	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	
        ●     Delivery
        of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.

         

	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	
        ●     Delivery
        of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling
        and Servicing Agreement.

         

	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35
of Item 601 of Regulation S-K).
	
        ●     Delivery
        of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing
        Agreement.

         

	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	
        ●     Depositor

         

	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	
        ●     Not
        Applicable.

         

	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	
        ●     Not
        Applicable.

         



 


    Exhibit CC-10


     


    
 


	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator and Depositor, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer, the Trustee or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	Item 15:  Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	
        Not Applicable

         



 


    Exhibit CC-11


     


    
 



EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2019-H7 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB.


 





	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement 



 


    Exhibit DD-1


     


    
 


	 	that satisfies all the following conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03:  Bankruptcy or Receivership	●     Depositor	 
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        ●     Certificate
Administrator
	 


 


    Exhibit DD-2


     


    
 


	Item 3.03:  Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 6.01:  ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee
(as to itself)

        ●     Depositor

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator 

        ●     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
Servicer (as to a party appointed by the Master Servicer)

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Depositor

	Item 6.03:  Change in Credit Enhancement or External Support	
        ●     Depositor 

        ●     Certificate
Administrator

	Item 6.04:  Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05:  Securities Act Updating Disclosure	●     Depositor
	Item 7.01:  Regulation FD Disclosure	●     Depositor
	Item 8.01:  Other Events	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K)
	
        ●     Not
        applicable

         

	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	
        ●     Depositor

         

	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	
        ●     Depositor

         

	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the
	
        ●     Certificate
        Administrator

         

        provided, in each case, that this shall
in no 



 


    Exhibit DD-3


     


    
 


	rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)	event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	
        ●     Not
        Applicable

         

	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	
        ●     Not
        Applicable

         

	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable

         

	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable

         

	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	
        ●     Not
        Applicable

         

	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	
        ●     Depositor

         

	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	
        ●     Certificate
        Administrator

         

	Item 15:  Exhibits (no. 99)	●     Not Applicable.


 


    Exhibit DD-4


     


    
 


	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	
        ●     Not
        Applicable.

         



 


    Exhibit DD-5


     


    

 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services (CMBS)



Morgan Stanley Capital I Inc., Morgan Stanley Capital
I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7—SEC REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, the undersigned, as [                   ],
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [
                          ],
phone number: [                              ]; email address: [
                  ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Depositor


 




    Exhibit EE-1


     


    


 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


1.
Berkadia Commercial Mortgage LLC


2.
Berkeley Point Capital LLC d/b/a Newmark Knight Frank


3.
CBRE Loan Services, Inc.


4.
Holliday Fenoglio Fowler, L.P.


5.
NorthMarq Capital, LLC


 




    Exhibit FF-1


     


    


 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS





 


None.


 





 




    Exhibit GG-1


     


    


 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer] [LNR Partners, LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Trustee, Certificate Administrator
and Custodian] (the “Certifying Servicer”), certify to Morgan Stanley Capital I Inc. and each Other Depositor
with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed
                                         to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


Date:
_______________________________


 


[Midland
Loan Services, a Division of PNC


Bank, National Association, as master servicer

[LNR PARTNERS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION


as certificate administrator and custodian]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,


as trustee; provided, however, that the Trustee shall not be


required to
deliver an assessment of compliance with


respect to any period during which there was no Relevant


Servicing Criteria applicable
to it]


 






	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit HH-1


     


    



 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 


1 Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 






    Exhibit II-1


     


    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]





	 	 	 
	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit II-2


     


    


 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


 


 


Payments
shall be made to “CRE Finance Council” and sent to:


Commercial
Real Estate Finance Council, Inc.


28
West 44th Street, Suite 815


New
York, NY 10036


Attn:
Executive Director


 


or
by wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)


Bank
Name: Chase


Bank
Address: 80 Broadway, New York, NY 10005


Routing
Number: 021000021


Account
Number: 213597397 


 




    Exhibit JJ-1


     


    


 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA
E-MAIL:


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


Ref:
MSC 2019-H7, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 


	 	Portfolio Name	Mortgage

Loan	Position in 

Debt Stack	Additional

Debt	OPB	OPB Date	Appraised

Value	Appraised

Value Date	Aggregate

LTV	Aggregate

NCF DSCR	Aggregate

NCF DSCR Date	Primary Servicer	Master

Servicer	Lead

Servicer	Prospectus

ID
	1	MSC 2019-H7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	MSC
    2019-H7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	MSC
    2019-H7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit KK-1


     


    


 


EXHIBIT
LL


 


[RESERVED]


 




    Exhibit LL-1


     


    


 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS: 


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) MSC 2019-H7—SEC
REPORT PROCESSING 


Email:
cts.sec.notifications@wellsfargo.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), relating to Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
2019-H7, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Account and REO Account balance information:


 


	Account
    Name	Beginning
Balance as of 

        MM/DD/YYYY
	Ending
Balance as of

                                                                                                        MM/DD/YYYY

	Collection
    Account	 	 
	REO
    Account	 	 


 






    Exhibit MM-1


     


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                              ], phone number: [                               ]; email address: [                               ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Depositor


 




    Exhibit MM-2


     


    


 


EXHIBIT
NN


 


Form
of notice of purchase of controlling class certificate


 


[Date]


 


Wells
Fargo Bank, National Association

                as
Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services MSC 2019-H7


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Email:
NoticeAdmin@midlandls.com


 


LNR
Partners, LLC


                as
Special Servicer


1601
Washington Avenue, Suite 700


Miami
Beach, Florida 33139


Attention:
Heather Bennett and Job Warshaw


Facsimile
number: (305) 695-5601


With
a copy by email to: hbennett@starwood.com, jwarshaw@lnrpartners.com and


                          lnr.cmbs.notices@lnrproperty.com


 


Pentalpha
Surveillance LLC

        as Operating
Advisor


375
N. French Road, Suite 100


Amherst,
New York 14228


Attention:
MSC 2019-H7 Transaction Manager


With
a copy sent via email to notices@pentalphasurveillance.com


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), relating to Morgan Stanley
                                         Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 






    Exhibit NN-1


     


    

 


		1.	Our
                                         name and address is as follows:









	 	 	 
	 	 	 
	 	 	 


 


Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor.



 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 





	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit NN-2


     


    


 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	We
                                         have performed an Asset Review on each [LOAN NAME] Loan identified in accordance with
                                         the terms of the Pooling and Servicing Agreement and our conclusion is that there is
                                         [no evidence of a failed Test] [evidence of [•] failed Test[s] as specifically detailed
                                         on the scorecard attached hereto as Exhibit A] with respect to the [LOAN NAME] Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information. 


 




     


     


    


 





	 	PENTALPHA
SURVEILLANCE LLC,

as Asset Representations Reviewer 

	 	 
	 	By: 	 	 
	 	 	Name:
	 	 	Title:


  




     


     


    


 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


  


	Test
failures

                                                                                                

	Loan
    #	Loan

                                                                                Name
	R&W

                                                                                #
	R&W
    Name	Test

                                                                                #
	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    R&W #)	[Insert
    R&W Name]	 	[Insert
    Test Description]	[Insert
    Test findings]
	[Insert
    R&W #)	[Insert
    R&W Name]	 	 	 


 




     


     


    


 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





	 	PENTALPHA
SURVEILLANCE LLC,

as Asset Representations Reviewer 

	 	 
	 	By: 	 	 
	 	 	Name:
	 	 	Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


  




    Exhibit PP-1


     


    


 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Representations

                                                                                and Warranty #
	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    R&W #]	[Insert
    R&W Name]	 
	[Insert
    R&W #]	[Insert
    R&W Name]	 


 




    Exhibit PP-2


     


    


 


EXHIBIT
QQ


 


ASSET
REVIEW PROCEDURES 


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the
Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance
with the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the
“Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the
following Tests:


 


	(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



 


	(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


	(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


	(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


	(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


	(F)	With
                                         respect to each representation and warranty and its related Test(s), the Asset Representations
                                         Reviewer shall take into account any exceptions to such representation and warranty described
                                         in the Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass
                                         shall be deemed to have occurred with respect to such Test if the sole reason for not
                                         satisfying the applicable Test is caused by such exception(s);



 


	(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by 



 



    QQ-1


     


    

 


	 	Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 


	(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be
obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could
produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review
any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 




    QQ-2


     


    
 

	Representations
    and Warranties	         	Test	Review
    Materials
	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan which is part of a Whole Loan, each
    Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. At the time of the sale, transfer and assignment
    to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to Seller, or (with respect
    to any Non-Serviced Mortgage Loan) to the trustee for the related Non-Serviced Securitization Trust), participation (it being
    understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, and Seller had
    good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances,
    participations (provided in each case a Mortgage Loan may be subject to an agreement among noteholders, co-lender agreement
    or mezzanine intercreditor agreement), any other ownership interests on, in or to such Mortgage Loan other than any servicing
    rights appointment or similar agreement. Seller has full right and authority to sell, assign and transfer each Mortgage Loan,
    and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of
    any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	1a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is
    more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it
    will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	Review
    all Asset Status Reports and Final Asset Status Reports to the extent previously prepared by the Special Servicer (collectively
    referred to in this Exhibit QQ as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Seller), or (with respect to any Non-Serviced
    Mortgage Loan) to the trustee for the related Non-Serviced Securitization Trust), participation (it being understood that
    a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, or that the Seller did not have
    good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances,
    participations (provided in each case a Mortgage Loan may be subject to an agreement among noteholders, co-lender agreement
    or mezzanine intercreditor agreement), any other ownership interests on, in or to such Mortgage Loan other than any servicing
    rights appointment or similar agreement. If	Collective
    Asset Status Reports


 


    Exhibit QQ-1


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	no
    such notation is found, it will be a Test pass.	 
	1c	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the Seller not having the full right
    and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective
    Asset Status Reports
	1d	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the assignment to the Purchaser not constituting
    a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective
    Asset Status Reports
	2.
    Mortgage Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument),
    guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with
    such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject
    to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement
    may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
    the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement
    is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Mortgage Loan documents	2a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    2. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	2b	Review
    the Collective Asset Status Reports for	Collective
    Asset Status


 


    Exhibit QQ-2


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	(including,
                                         without limitation, provisions requiring the payment of default interest, late fees or
                                         prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited
                                         or rendered unenforceable by or under applicable law, but (subject to the limitations
                                         set forth in clause (i) above) such limitations or unenforceability will not render
                                         such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s
                                         realization of the principal benefits and/or security provided thereby (clauses (i)
                                         and (ii) collectively, the “Standard Qualifications”).

         

        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan
        documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud
        by Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits
        intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

	 	notation
    of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of
    the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset,
    defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the Mortgage
    Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended
    to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a
    Test pass.	Reports
	3.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan contain provisions that render the rights and
    remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits
    of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure
    subject to the limitations set forth in the Standard Qualifications.	3	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication
    exists, it	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion


 


    Exhibit QQ-3


     


    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	will
    be a Test pass.	 
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related
    Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents
    have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially
    interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof
    has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended
    to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither
    the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan.	4a	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that the material terms of such documents
    have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially
    interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related
    Mortgage File. If no such indication is found, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	4b	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that a related Mortgaged Property or any
    portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the
    security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property
    except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	4c	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related
    guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth
    in the related Mortgage File. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	5.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment
    of Leases from Seller constitutes a legal, valid and binding assignment from Seller. Each related Mortgage	5a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any assignment
    of Mortgage or Assignment of Leases not constituting a legal, valid and binding	Collective
    Asset Status Reports


 



    Exhibit QQ-4


     


    


 

	Representations
    and Warranties	 	Test	Review
    Materials
	and
    Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal,
    valid and enforceable first lien on the related Mortgagor’s fee (or with respect to those Mortgage Loans described in
    representation and warranty 34 hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage
    Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation
    and warranty 6 set forth in Schedule 2-A to Exhibit 2of the related Mortgage Loan Purchase Agreement (each such
    exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.
    Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was,
    and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage
    (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) except those which
    are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to
    Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances
    and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by
    a lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no	 	assignment
    from the Seller, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be
    a Test pass.	 
	5b	Review
    the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage
    and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases
	5c	Review
                                         the Title Policy (as defined in representation and warranty 6) to determine if the related
                                         Mortgage is a first lien on the related Mortgagor’s fee (or with respect to those
                                         Mortgage


        Loans
        described in representation and warranty 34 hereof, leasehold) interest in the Mortgaged Property. Compare the amount
        of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are
        equivalent. If each such determination is made, it will be a Test pass.

	Title
    Policy; Mortgage; Mortgage Loan Schedule
	5d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s
    liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien, in the
    case of a Mortgage Loan that is part of a Whole Loan, secures the related Whole Loan), other than Permitted Encumbrances,
    Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy. If so determined,
    it will be a Test pass.	Title
    Policy



 



    Exhibit QQ-5


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	representation
    is made as to the perfection of any security interest in rents or other personal property to the extent that possession or
    control of such items or actions other than the filing of UCC financing statements is required in order to effect such perfection.	5e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage
    (which lien, in the case of a Mortgage Loan that is part of a Whole Loan, secures the related Whole Loan), other than Permitted
    Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy).
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	5f	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights
    of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed
    for or insured against by the a lender’s title insurance policy. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	5g	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Seller did not have
    legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold),
    interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien,	Collective
    Asset Status Reports


 


    Exhibit QQ-6


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	encumbrance
    or security interest. If such a notation or other indication is not found, it will be a Test pass.	 
	6.
    Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title
    Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
    jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions
    or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”)
    in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties,
    an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances
    of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness
    secured by the Mortgage, the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of
    a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes,
    water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of
    way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such
    Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only)
    under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the
    related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for the related Crossed Underlying Loan
    or Crossed Underlying Loans;	6a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal
    to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it
    will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	6b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the
    case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation
    and warranty 6. If so determined, it will be a Test pass.	Title
    Policy
	6c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances. If
    not so determined, it will be a Test pass.	Title
    Policy
	6d	Review
    the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force
    and effect, that all premiums thereon have not been paid or that claims have been made by the Seller. If no such notation
    or	Title
    Policy; Collective Asset Status Reports


 


    Exhibit QQ-7


     


    
 


	Representations
    and Warranties	 	Test	Review
    Materials
	provided
    that none of such items (a) through (f), individually or in the aggregate, materially and adversely interferes
    with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s
    ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except
    as contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances are mortgage liens that
    are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be
    issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid, no claims have
    been made by Seller thereunder and no claims have been paid thereunder. Neither Seller nor, to Seller’s knowledge, any
    other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under
    such Title Policy.	 	other
    indication is found, it will be a Test pass.	 
	6e	Review
    the Collective Asset Status Reports for a notation or other indication that the Seller, or any other holder of the Mortgage
    Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7.
    Junior Liens. It being understood that Subordinate Companion Loans secured by the same Mortgage as a Mortgage Loan
    are not subordinate mortgages or junior liens, except for any Crossed Underlying Loans, there are, as of origination, and
    to Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money
    encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments,
    mechanics’ and materialmen’s liens (which are the subject of the representation in representation and warranty
    5 above), and equipment and other personal property financing). Except as set forth in Schedule 2-C or Schedule 2-D
    to Exhibit 2 of the applicable Mortgage Loan Purchase Agreement, Seller has no knowledge of any mezzanine debt	7a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
    except for any Crossed Underlying Loans. If not so determined, it will be a Test pass.	Title
    Policy
	7b	Review
    the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage
    liens securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title
    Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal property
    financing. If so determined, it will be a Test pass.	Title
    Policy


 


    Exhibit QQ-8


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	secured
    directly by interests in the related Mortgagor.	7c	Review
    the Collective Asset Status Reports for a notation or other indication that, except as set forth in Schedule 2-C or
    Schedule 2-D to Exhibit 2 of the applicable Mortgage Loan Purchase Agreement, the Seller had knowledge of: (1)
    any mezzanine debt secured directly by interests in the related Mortgagor or (2) any subordinate mortgages or junior liens
    securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title
    Exceptions, taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication is
    not found, it will be a Test pass.	Collective
    Asset Status Reports
	8.
    Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as
    a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions
    (and in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting
    security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment
    of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject
    only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor
    under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof
    may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable
    law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to	8a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases
	8b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
    to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
    property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to
    each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage; Assignment of Leases
	8c	Review
    the Assignment of Leases (either as a separate	Assignment
    of Leases;


 


    Exhibit QQ-9


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	be
    appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents
    to be paid directly to the Mortgagee.	 	instrument
    or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject
    to applicable law, provides that upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed
    for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for
    the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If
    so determined, it will be a Test pass.	Mortgage
	9.
    UCC Filings. If the related Mortgaged Property is operated as a hospitality property, Seller has filed and/or recorded
    or caused to be filed and/or recorded (or, if not filed and/or recorded, has submitted or caused to be submitted in proper
    form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary
    at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal
    property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged
    Property (other than any non-material personal property, any personal property subject to a purchase money security interest,
    a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other
    personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable
    law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent
    document) creates a valid and enforceable lien and security	9	If
    the related Mortgaged Property is operated as a hospitality property, review the Collective Asset Status Reports for a notation
    or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication
    is not found, it will be a Test pass.	Collective
    Asset Status Reports


 


    Exhibit QQ-10


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	interest
    on the items of personalty described above. No representation is made as to the perfection of any security interest in rents
    or other personal property to the extent that possession or control of such items or actions other than the filing of UCC
    financing statements are required in order to effect such perfection.	 	 	 
	10.
                                         Condition of Property. Seller or the originator of the Mortgage Loan inspected
                                         or caused to be inspected each related Mortgaged Property within six months of origination
                                         of the Mortgage Loan and within twelve months of the Cut-off Date.

         

        An
        engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan
        no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily
        performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged
        Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established
        at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value
        of such Mortgaged Property as security for the Mortgage Loan.

         
	10a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	10b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve
    months prior to the Cut-off Date. Review the engineering report to confirm that each related Mortgaged Property is free of
    material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	10c	Review
    the Collective Asset Status Reports for a notation or other indication that the Seller had knowledge of issues with the physical
    condition of the Mortgaged Property that the Seller believed would have a material adverse effect on the value or use of the
    Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed
    in sub-clauses (i) and (ii) of representation and warranty 10. If such a notation or other indication is not found, it will
    be a Test pass.	Collective
    Asset Status Reports
	11.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges	11	Review
    the Collective Asset Status Reports for a notation or other indication that all taxes,	Collective
    Asset Status Reports


 


    Exhibit QQ-11


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	(including,
                                         without limitation, water and sewage charges), or installments thereof, which could be
                                         a lien on the related Mortgaged Property that would be of equal or superior priority
                                         to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent
                                         in respect of each related Mortgaged Property have been paid, or an escrow of funds has
                                         been established in an amount sufficient to cover such payments and reasonably estimated
                                         interest and penalties, if any, thereon. For purposes of this representation and warranty
                                         11, real estate taxes and governmental assessments and other outstanding governmental
                                         charges and installments thereof shall not be considered delinquent until the earlier
                                         of (a) the date on which interest and/or penalties would first be payable thereon and
                                         (b) the date on which enforcement action is entitled to be taken by the related taxing
                                         authority.

         
	 	governmental
    assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments
    thereof, which could be a lien on the related Mortgage Property that would be of equal or superior priority to the lien of
    the Mortgage and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged Property have not been paid,
    or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest
    and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	 
	12.
    Condemnation. As of the date of origination and to Seller’s knowledge as of the Cut-off Date, there is no proceeding
    pending, and, to Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding
    threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on
    the value, use or operation of the Mortgaged Property.	12	Review
    the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total
    or partial condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation
    or other indication that the Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding
    that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	13.
    Actions Concerning Mortgage Loan. As of the date of origination and to Seller’s knowledge as of the Cut-off Date,
    there was no pending or filed action, suit or proceeding,	13a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication
    of pending or	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion;


 


    Exhibit QQ-12


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	arbitration
    or governmental investigation involving any Mortgagor, guarantor or Mortgagor’s interest in the Mortgaged Property,
    an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title
    to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform
    under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal
    benefit of the security intended to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged
    Property.	 	filed
    action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest
    in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	13b	Review
    the Collective Asset Status Reports to determine if an adverse outcome of any such pending, filed or threatened action, suit
    or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably
    be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13. If any such adverse
    outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and
    warranty 13, it will be a Test pass.	Collective
    Asset Status Reports
	14.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each Mortgage Loan
    are in the possession, or under the control, of Seller or its servicer, and there are no deficiencies (subject to any applicable
    grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required
    to be escrowed with lender under the related Mortgage Loan documents are being conveyed by Seller to Purchaser or its servicer
    (or in the case of a Non-Serviced Mortgage Loan, to the depositor or servicer for the related Non-Serviced Securitization
    Trust).	14a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and payments required to be
    escrowed with the lender pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	14b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed by the Seller to the Purchaser or its servicer (or in the case of a Non-Serviced Mortgage
    Loan, to the depositor or servicer for the related Non-Serviced Securitization Trust). If so determined, it will be a Test
    pass.	Diligence
    File; Collective Asset Status Reports
	15.
    No Holdbacks. The principal amount of the Mortgage	15a	Review
    the Mortgage Loan Schedule, Loan	Mortgage
    Loan Schedule;


 


    Exhibit QQ-13


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
    stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future
    advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof
    is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or
    other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by Seller to
    merit such holdback).	 	Agreement,
    Mortgage Note and origination settlement statement to determine if the principal amount of the Mortgage Loan was fully disbursed
    as of the Closing Date. If so determined, it will be a Test pass.	Loan
    Agreement; Mortgage Note; and Origination settlement statement
	15b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
    cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve
    accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters
    with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Seller to merit such
    holdback). If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	16.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a
    property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
    form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
    of the related Mortgage Loan documents and having a claims-paying or financial strength rating meeting the Insurance Rating
    Requirements(as defined below), in an amount (subject to a customary deductible) not less than the lesser of (1) the original
    principal balance of the Mortgage Loan or Whole Loan, as applicable, and (2) the full insurable value on a replacement cost
    basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged
    Property (with no deduction for physical depreciation), but, in any event, not less than the	16a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser
    of (1) the original principal balance of any Mortgage Loan or Whole Loan, as applicable, and (2) the full insurable value
    on a replacement cost basis of the improvements, furniture, furnishings, fixtures	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 


    Exhibit QQ-14


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	amount
                                         necessary, or containing such endorsements as are necessary, to avoid the operation of
                                         any coinsurance provisions with respect to the related Mortgaged Property.

         

        “Insurance
        Rating Requirements” means either (1) a claims paying or financial strength rating of at least “A-:VIII”
        from A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-“ from S&P or
        (2) the Syndicate Insurance Rating Requirements. “Syndicate Insurance Rating Requirements” means insurance
        provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of
        the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition
        of such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating
        of at least “BBB-“ by S&P or “Baa3” by Moody’s, and (ii) if such syndicate consists
        of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements
        (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims
        paying or financial strength rating of at least “BBB-“ by S&P or “Baa3” by Moody’s.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
        than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more,
        18 months).

         
	 	and
    equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but,
    in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of
    any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	16b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16c	Review
    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
    or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
    to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found,
    it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located on the Mortgaged Property is in an area identified in the	Insurance
    Summary Report


 


    Exhibit QQ-15


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	If
                                         any material part of the improvements, exclusive of a parking lot, located on a Mortgaged
                                         Property is in an area identified in the Federal Register by the Federal Emergency Management
                                         Agency as having special flood hazards, the related Mortgagor is required to maintain
                                         insurance in an amount equal to the lesser of (A) the maximum amount available under
                                         the National Flood Insurance Program, plus additional excess flood coverage in an amount
                                         as is generally required by prudent institutional commercial mortgage lenders originating
                                         mortgage loans for securitization, (B) the outstanding principal amount of the Mortgage
                                         Loan or (C) the insurable value of the Mortgaged Property.

         

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or
        windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less
        than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement
        cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in
        the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to
        the related Mortgaged Property by

         
	 	Federal
    Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review
    the Insurance Summary to determine whether the Mortgagor maintains insurance in an amount equal to the lesser of (A) the maximum
    amount available under the National Flood Insurance Program plus additional excess flood coverage in an amount as is generally
    required prudent institutional commercial mortgage lenders originating mortgage loans for securitization, (B) the outstanding
    principal amount of the Mortgage Loan or (C) the insurable value of the Mortgaged Property. If so determined, it will be a
    Test pass.	 
	16f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia,
    South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm
    and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm
    related perils and/or named storms, in an not less than the lesser of (1) the original principal balance of the Mortgage Loan
    and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
    owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
    not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
    provisions with respect to the	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Diligence File


 


    Exhibit QQ-16


     


    
 


	Representations
    and Warranties	 	Test	Review
    Materials
	an
                                         insurer meeting the Insurance Rating Requirements.

         

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for
        property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
        required by Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and
        $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        the scenario expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such
        instance, the SEL was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
        If the resulting report concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements,
        earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M.
        Best Company or “A3” (or the equivalent) from Moody’s or “A-” by S&P in an amount not
        less than 100% of the SEL.

         

        The
        Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property
        loss to be applied either (a) to the repair or

         
	 	related
    Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of
    this Test, it will be a Test pass.	 
	16g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for loans
    originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If
    so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents
	16h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review
    the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the
    sole purpose of assessing the SEL for the Mortgaged Property in the event of an earthquake and based on a 475-year return
    period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	16i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to	Seismic
    engineering study; Insurance Summary Report



 



    Exhibit QQ-17


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	restoration
                                         of all or part of the related Mortgaged Property, with respect to all property losses
                                         in excess of 5% of the then outstanding principal amount of the related Mortgage Loan
                                         or Whole Loan, as applicable, the lender (or a trustee appointed by it) having the right
                                         to hold and disburse such proceeds as the repair or restoration progresses, or (b) to
                                         the payment of the outstanding principal balance of such Mortgage Loan or Whole Loan,
                                         as applicable, together with any accrued interest thereon.

         

        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under
        a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
        Such insurance policies will inure to the benefit of the Trustee (or in the case of a Non-Serviced Mortgage Loan, the
        applicable Non-Serviced Trustee). Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance
        and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
        cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial
        liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising
        because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or
        such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment
        of a premium and no such notice has been received by Seller.

         
	 	residential
    cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the SEL would exceed
    20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on
    such Mortgaged Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by

    A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” by S&P. The insurance
    amount should be not less than 100% of the SEL. If so determined with respect to each part of the Test, it will be a Test
    pass.	(solely
    with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16j	Review
    the Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance proceeds)
    in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property,
    with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the lender
    (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
    or (b) to the payment of the outstanding principal balance of such Mortgage Loan or Whole Loan, as applicable, together with
    any accrued interest thereon. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	16k	Review
    the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off
    Date. If such a notation or other indication is found, it will be a Test pass.	Collective
    Asset Status Reports



 



    Exhibit QQ-18


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	16l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies name the lender under any Mortgage Loan and its successors
    and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy,
    as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee (or in the case of
    a Non-Serviced Mortgage Loan, the applicable Non-Serviced trustee). If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16n	Review
    the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and,
    at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	16o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 



    Exhibit QQ-19


     


    
 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	lender
    of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising
    for any reason other than non-payment of a premium. If so determined, it will be a Test pass.	 
	16p	Review
    the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have been
    received by the Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	17.
    Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has
    direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress
    and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or
    well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and
    (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property
    or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application
    has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage
    Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged
    Property is a part until the separate tax lots are created.	17a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to
    such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public
    road. If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and
    sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property.
    If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not
    include any property which is not part of the Mortgaged Property or is	Title
    Policy; Survey; Mortgage Loan Documents



 



    Exhibit QQ-20


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	subject
    to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application
    has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case any Mortgage
    Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged
    Property is a part until the separate tax lots are created. If so determined, it will be a Test pass.	 
	18.
    No Encroachments. To Seller’s knowledge based solely on surveys obtained in connection with origination and the
    lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with
    escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage
    Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged
    Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property,
    except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for
    which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the
    related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of
    such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach
    upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current
    use of	18a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
    appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of
    the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current
    use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined,
    it will be a Test pass.	Survey;
    Title Policy; Appraisal
	18b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance
    or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	18c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for
    encroachments the removal of which would not materially and adversely affect the	Survey;
    Title Policy



 



    Exhibit QQ-21


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	such
    Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.	 	value
    or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If
    not so determined, it will be a Test pass.	 
	19.
    No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of
    interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by Seller.	19	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior
    to the Anticipated Repayment Date) or an equity participation by the Seller. If no such feature is found with respect to each
    part of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	20.
    REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
    (but determined without regard to the rule in the U.S. Department of Treasury regulations (the “Treasury Regulations”)
    Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue
    price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the
    Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed
    buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems,
    that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute
    to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having
    a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at	20a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed
    the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	20b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage Loan is secured by an interest in real
    property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and
    central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive
    functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of
    space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least
    equal to 80% of the initial principal amount of	Appraisal;
    Mortgage Loan Documents




 


    Exhibit QQ-22


     


    






 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	least
    equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing
    Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount
    of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that
    is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire,
    improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature
    or other third-party credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If
    the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange
    under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of
    such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the
    last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso
    thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary
    prepayment penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this
    representation and warranty 20 shall have the same meanings as set forth in the related Treasury Regulations.	 	any
    Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal
    amount of the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above,
    the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property
    interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage
    Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property
    which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement
    within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	 
	20c	Review
    the Collective Asset Status Reports for an indication or other notation that the Mortgage Loan was modified prior to the Closing
    Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either
    (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions
    of either sub-clause (B)(i) in the first sentence of representation and warranty 20 (substituting the date of the last such
    modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation
    and warranty 20, including the proviso thereto. If there were any such modifications, and such a notation or	Collective
    Asset Status Reports



 



    Exhibit QQ-23


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	other
    indication is found, it will be a Test pass.	 
	20d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the Prepayment
    Premiums and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	21.
    Compliance with Certain Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance
    charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable
    state or federal laws, regulations and other requirements pertaining to usury.	21a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms
    of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	21b	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material
    requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other
    material requirements of any federal, state or local law have not been complied with. If such a notation or other indication
    is not found, it will be a Test pass.	Collective
    Asset Status Reports
	21c	Review
    the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	22.
    Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that
    such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction
    in which each related Mortgaged Property is located, or the failure to be so authorized does not materially	22	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that
    the Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact
    or do business in the jurisdiction in which each related	Collective
    Asset Status Reports



 



    Exhibit QQ-24


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	and
    adversely affect the enforceability of such Mortgage Loan by the Trust.	 	Mortgaged
    Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could
    not materially and adversely affect the enforceability of such Mortgage Loan by the Trust. If so determined, it will be a
    Test pass.	 
	23.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such,
    currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable
    law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	23	Review
    the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	23b	 	 
	24.
    Local Law Compliance. To Seller’s knowledge, based upon any of a letter from any governmental authorities, a
    legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy,
    or other affirmative investigation of local law compliance consistent with the investigation conducted by Seller for similar
    commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each
    Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date,
    there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning
    Regulations”) other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy
    or (ii) would not have a material adverse effect on the Mortgage Loan. The terms of the Mortgage Loan documents require the
    Mortgagor to comply in all material respects with all	24a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
    building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or
    forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related
    Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law
    and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income
    of the Mortgaged Property. If such indication is found, it will be a Test pass.	Zoning
    Report; Title Policy
	24b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable
    governmental regulations,	Mortgage
    Loan Documents



 



    Exhibit QQ-25


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	applicable
    governmental regulations, zoning and building laws.	 	zoning
    and building laws. If such provisions are found, it will be a Test pass.	 
	25.
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses,
    permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and
    effect, and to Seller’s knowledge based upon a letter from any government authorities, zoning consultant’s report
    or other affirmative investigation of local law compliance consistent with the investigation conducted by Seller for similar
    commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable
    governmental authorizations are in effect or the failure to obtain or maintain such material licenses, permits and applicable
    governmental authorizations does not materially and adversely affect the use and/or operation of the Mortgaged Property as
    it was used and operated as of the date of origination of the Mortgage Loan. The Mortgage Loan requires the related Mortgagor
    to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	25a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable
    governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that the Seller had
    knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary
    for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will
    be a Test pass. If such a notation or other indication is found, determine whether the failure to obtain or maintain such
    license, permit, franchise, certificate of occupancy or applicable governmental authorization could not materially and adversely
    affect the use and operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage
    Loan. If so determined, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	25c	Review
    the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
    in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a)	26a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and	Mortgage
    Loan Documents


 



    Exhibit QQ-26


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not
    de minimis) in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or
    liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii)
    Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to
    cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged
    Property or equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions providing
    for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not
    de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the
    occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation
    awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to lender upon foreclosure
    or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default);
    (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents;
    or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent	 	guarantor
    (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be Affiliated with the Mortgagor)
    that has assets other than equity in the related Mortgaged Property that are not de minimis) in connection with the
    events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 26. If such provisions
    are found, it will be a Test pass.	 
	26b	Review
    the Mortgage Loan Documents to determine if provisions exist permitting recourse against the Mortgagor and guarantor (which
    is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor)
    that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages
    sustained by reason of the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty
    26. If so determined, it will be a Test pass.	Mortgage
    Loan Documents




 


    Exhibit QQ-27


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	there
    is sufficient cash flow generated by the Mortgaged Property to prevent such waste).	 	 	 
	27.
    Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release
    of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied
    by principal repayment, or partial Defeasance (as defined in representation and warranty 32 below), of not less than a specified
    percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged
    Property and (ii) the outstanding principal balance of the Mortgage Loan or Whole Loan, as applicable, (b) upon payment in
    full of such Mortgage Loan or Whole Loan, as applicable, (c) upon a Defeasance (as defined in representation and warranty
    32 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have
    a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value
    in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged
    Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to
    any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would
    not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2)
    of the Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
    within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related
    Mortgage Loan	27a	Review
    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
    the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses
    (a) through (e) of the first sentence of representation and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d)
    of the first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury
    Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the
    meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents,
    condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect
    specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the
    real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior
    to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan)
    after the release is not equal to at	Mortgage
    Loan Documents



 



    Exhibit QQ-28


     


    



	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	documents,
                                         condition such release of collateral on the related Mortgagor’s delivery of an
                                         opinion of tax counsel to the effect specified in the immediately preceding clause (x).
                                         For purposes of the preceding clause (x), if the fair market value of the real
                                         property constituting such Mortgaged Property (reduced by (1) the amount of any lien
                                         on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
                                         of any lien on real property that is in parity with the Mortgage Loan) after the release
                                         is not equal to at least 80% of the principal balance of the Mortgage Loan or Whole Loan,
                                         as applicable, outstanding after the release, the Mortgagor is required to make a payment
                                         of principal in an amount not less than the amount required by the REMIC Provisions.

         

        In
        the case of any Mortgage Loan, unless an opinion of counsel is delivered as specified in clause (y) of the preceding paragraph,
        in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof,
        whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage
        Loan or Whole Loan, as applicable, in an amount not less than the amount required by the loan-to-value ratio and other
        requirements of the REMIC Provisions and, to such extent, condemnation awards may not be required to be applied to the
        restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion
        of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market
        value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the
        real property that is senior to
	 	least
    80% of the principal balance of the Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Mortgagor
    is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such
    provisions are found, it will be a Test pass.	 
	27c	Review
    the Loan Documents for provisions stating that in the case of any Mortgage Loan, unless an opinion of counsel is delivered
    as specified in clause (y) of the first paragraph in representation and warranty 27, in the event of a taking of any portion
    of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the Mortgage Loan or Whole Loans, as applicable, in an
    amount not less than the amount required by the loan-to-value ratio and other requirements of the REMIC Provisions and, to
    such extent, condemnation awards may not be required to be applied to the restoration of the Mortgaged Property or released
    to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage
    (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged
    Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate
    amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining
    principal balance of the Mortgage Loan or	Mortgage
    Loan Documents



 



    Exhibit QQ-29


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	the
                                         Mortgage Loan and (2) a proportionate amount of any lien on real property that is in
                                         parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal
                                         balance of the Mortgage Loan or Whole Loan, as applicable.

         

        No
        Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Underlying Loan permits the release
        of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation,
        other than in compliance with the REMIC Provisions.
	 	Whole
    Loan, as applicable. If such provisions are found, it will be a Test pass.	 
	27d	Review
    the Mortgage Loan Documents for provisions stating that no Mortgage Loan that is secured by more than one Mortgaged Property
    or that is a Crossed Underlying Loan permits the release of cross-collateralization of the related Mortgaged Properties or
    a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Financial Reporting and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner or holder of the Mortgage
    with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant
    properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial
    statements.	28a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will
    be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan
    with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than
    5% of the in-place base rent and annual financial statements.	Mortgage
    Loan Documents
	29.
    Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not
    specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the	29a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
    insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating	Mortgage
    Loan Documents; Insurance coverage review document




 


    Exhibit QQ-30


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Terrorism
    Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively
    referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism
    insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage
    Loan, and, to Seller’s Knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined
    in TRIPRA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect
    to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring
    coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto except to the extent that any right to require
    such coverage may be limited by commercial availability on commercially reasonable terms; provided, that if TRIPRA
    or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available,
    the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not
    be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable
    in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents
    (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at the time of the origination of the Mortgage	 	Requirements)
    do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy
    related to the Mortgaged Property. If such an indication is found, it will be a Test pass.	 
	29b	Review
    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for
    Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 29), or damages related thereto, except
    to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable
    terms, provided, that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism
    insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but
    in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount
    of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required
    under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such
    casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the
    cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance
    available with funds equal to such amount. If such provisions are not found, it will be a Test pass.	Mortgage
    Loan Documents




 


    Exhibit QQ-31


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Loan,
    and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism
    insurance available with funds equal to such amount.	 	 	 
	30.
    Due-on-Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due
    on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage
    Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld)
    and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent
    of the lender which are customarily acceptable to Seller lending on the security of property comparable to the related Mortgaged
    Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced
    with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan
    documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly
    or indirectly pledged, transferred or sold (in each case, a “Transfer), other than as related to (i) family and estate
    planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates as defined in the related
    Mortgage Loan documents, (iii) Transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv)
    Transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage
    Loan documents or a Person satisfying specific criteria identified in the related	30a	Review
    the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of
    the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 30. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any Transfer, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses
    incurred by the lender relative to such Transfer. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




 


    Exhibit QQ-32


     


    

 


 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Mortgage
    Loan documents, such as a qualified equityholder, (v) Transfers of stock or similar equity units in publicly traded companies
    or (vi) a substitution or release of collateral within the parameters of representations and warranties 27 and 32 herein or
    the exceptions thereto set forth in Schedule 2-A to Exhibit 2 of the applicable Mortgage Loan Purchase Agreement,
    or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule
    2-C to Exhibit 2 of the applicable Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set
    forth on Schedule 2-D to Exhibit 2 of the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged
    Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i)
    any Serviced Companion Loan or Non-Serviced Companion Loan or any subordinate debt that existed at origination and is permitted
    under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any Crossed Underlying Loan, as set
    forth on Annex A-1 to the Prospectus or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide
    that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any Transfer, the Mortgagor
    is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such
    Transfer.	 	 	 
	31.
    Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long
    as the Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the Mortgagor with
    respect to each Mortgage Loan with a Cut-off	31a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 31) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a	Mortgage
    Loan Documents



 



    Exhibit QQ-33


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Date
    Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off
    Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose,
    a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents
    (or if the Mortgage Loan has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related
    Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning
    and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business
    unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which
    entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other
    than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness
    other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books
    and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Crossed Underlying
    Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	 	Test
    pass.	 
	31b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for
    provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	31c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance
    in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such
    an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	32.
    Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of
    conditions specified in the Mortgage Loan	32	Review
    the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 32. If such provisions
    are	Mortgage
    Loan Documents




 


    Exhibit QQ-34


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	documents;
    (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge
    only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations,
    the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage
    Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which
    payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD
    Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment
    may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial
    releases of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay
    all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser
    of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of
    the Mortgage Loan or Whole Loan, as applicable; (iv) the defeasance collateral is not permitted to be subject to prepayment,
    call, or early redemption that results in revenues from such collateral that are insufficient to pay all applicable payments
    described in clause (iii) above; (v) the Mortgagor is required to provide a certification from an independent certified
    public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in
    clause (iii) above; (vi) if the Mortgagor would continue to own assets in addition to	 	found,
    it will be a Test pass.	 
	 	 	 	 



 



    Exhibit QQ-35


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	the
    defeasance collateral, the portion of the Mortgage Loan secured by Defeasance collateral is required to be assumed (or the
    Mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion
    of counsel that the Mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and
    (viii) the Mortgagor is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific
    condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to,
    accountant’s fees and opinions of counsel.	 	 	 
	33.
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
    of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.	33	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed. If such an indication
    is found, it will be a Test pass.	Mortgage
    Loan Documents
	34.
                                         Ground Leases. For purposes of these representations and warranties, a “Ground
                                         Lease” shall mean a lease creating a leasehold estate in real property where
                                         the fee owner as the ground lessor conveys for a term or terms of years its entire interest
                                         in the land (or, with respect to air rights leases, the air) and buildings and other
                                         improvements, if any, comprising the premises demised under such lease to the ground
                                         lessee (who may, in certain circumstances, own the building and improvements on the land),
                                         subject to the reversionary interest of the ground lessor as fee owner and does not include
                                         industrial development agency or similar leases for purposes of conferring a tax abatement
                                         or other benefit.

         

        With
        respect to any Mortgage Loan where the Mortgage Loan
	34a	Review
    the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 34),
    in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage
    does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to
    Tests 34b through 34r.	Appraisal;
    Title Policy; Mortgage Loan Documents
	34b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	34c	Review
    the Ground Lease and any estoppel or other	Ground
    Lease; estoppel or




 


    Exhibit QQ-36


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	is
                                         secured by a leasehold estate under a Ground Lease in whole or in part, and the related
                                         Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged
                                         Property, based upon the terms of the Ground Lease and any estoppel or other agreement
                                         received from the ground lessor in favor of Seller, its successors and assigns, Seller
                                         represents and warrants that:

         

        (a)     The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage;

         

        (b)     The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
        that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without
        the prior written consent of the lender, and no such consent has been granted by Seller since the origination of the Mortgage
        Loan except as reflected in any written instruments which are included in the related Mortgage File;

         

        (c)     The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under
	 	agreement
    received from the ground lessor for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage
    and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely
    affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	other
    agreement received from ground lessor
	 	 	 
	34e	Review
    the Ground Lease for a provision that the Ground Lease may not be amended or modified or canceled or terminated without the
    prior written consent of the lender, and no such consent has been granted by the Seller since the origination of the Mortgage
    Loan except as reflected in any written instruments which are included in the related Mortgage File. Review the Collective
    Asset Status Reports for an indication of such consent granted by the Seller since the origination of the Mortgage loan except
    as reflected in any instruments including in the related Mortgage File. If such a provision is found and no indication is
    found, it will be a Test pass.	Ground
    Lease; Collective Asset Status Reports; estoppel or other agreement received from ground lessor
	34f	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original
    term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will
    be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the
    related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully	Ground
    Lease; estoppel or other agreement received from ground lessor




 


    Exhibit QQ-37


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	all
                                         circumstances, may be exercised, and will be enforceable, by either Mortgagor or the
                                         Mortgagee) that extends not less than 20 years beyond the stated maturity of the related
                                         Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes
                                         by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual
                                         360 basis, substantially amortizes);

         

        (d)     The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property
        is subject;

         

        (e)     The
        Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease
        is assignable (including pursuant to foreclosure) to the holder of the Mortgage Loan and its successors and assigns without
        the consent of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the
        Mortgage Loan and its successors and assigns without the consent of the lessor;

         

        (f)     Seller
        has not received any written notice of material default under or notice of termination of such Ground Lease. To Seller’s
        knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or
        giving of notice, would result in a material default under the terms of such Ground Lease and to Seller’s
	 	amortizes
    by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes).
    If such an indication is found, it will be a Test pass.	 
	34g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
    to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances,
    or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s
    fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title
    Policy; SNDA
	34h	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease
    does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
    (including pursuant to foreclosure) to the holder of the Mortgage Loan and its successors and assigns without the consent
    of the lessor thereunder. If such indication is found, it will be a Test pass.	Ground
    Lease; estoppel
	34i	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage
    Loan and its successors and assigns without the consent of the lessor. If such indication is found, it will be a Test pass.	Ground
    Lease
	34j	Review
    the Collective Asset Status Reports for notation that the Seller has received any written notice of material default under
    or notice of termination of	Collective
    Asset Status Reports




 


    Exhibit QQ-38


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	knowledge,
                                         such Ground Lease is in full force and effect as of the Closing Date;

         

        (g)     The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

         

        (h)     A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable
        after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)     The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by Seller
        in connection with loans originated for securitization;

         

        (j)     Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total
        loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part
        of the related Mortgaged Property with (so long as
	 	such
    Ground Lease. If no such notation is found, it will be a Test pass.	 
	34k	Review
    the Collective Asset Status Reports for notation that to the Seller’s knowledge, there is a material default under such
    Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under
    the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	34l	Review
    the Collective Asset Status Reports for a notation that to the Seller’s knowledge, such Ground Lease was not in full
    force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	34m	Review
    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give
    to the lender written notice of any default, and provide that no notice of default or termination is effective against the
    lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.	Ground
    Lease; ancillary agreement
	34n	Review
    the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where
    necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings)
    to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before
    the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents



 


    Exhibit QQ-39


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	such
                                         proceeds are in excess of the threshold amount specified in the related Mortgage Loan
                                         documents) the lender or a trustee appointed by it having the right to hold and disburse
                                         such proceeds as repair or restoration progresses, or to the payment of the outstanding
                                         principal balance of the Mortgage Loan, together with any accrued interest;

         

        (k)     In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest; and

         

        (l)     Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in
        a bankruptcy proceeding.
	34o	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans
    originated for securitization. If no such provisions are found, it will be a Test pass.	Ground
    Lease
	34p	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage
    Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to
    the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a
    total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration
    of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
    in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such
    proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan,
    together with any accrued interest. If such indications are found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	34q	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
    that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other
    agreement and the related Mortgage (taken together), any related insurance proceeds, or portion	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents



 


    Exhibit QQ-40


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	of
    the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or
    taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of
    the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found,
    it will be a Test pass.	 
	34r	Review
    the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the
    ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including
    rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground
    Lease
	35.
    Servicing. The servicing and collection practices used by Seller with respect to the Mortgage Loan have been, in all
    respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	35	Review
    the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the
    servicing and collection practices used by the Seller with respect to the Mortgage Loan was not in all material respects legal,
    or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	36.
    Origination and Underwriting. The origination practices of Seller (or the related originator if Seller was not the
    originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination,
    such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all	36	Review
    the Collective Asset Status Reports for notation to the effect that the origination practices of the Seller (or the related
    originator if the Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects,
    legal and as of the date of its origination, such Mortgage Loan, or the	Collective
    Asset Status Reports; Prospectus




 


    Exhibit QQ-41


     


    



	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	requirements
    of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation
    and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered
    in Exhibit 2 to the related Mortgage Loan Purchase Agreement.	 	origination
    thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law
    relating to the origination of such Mortgage Loan; provided that representation and warranty 36 does not address or otherwise
    cover any matters with respect to federal, state or local law otherwise covered in Annex D-1 to the Prospectus. If no such
    notation is found, it will be a Test pass.	 
	37.
    No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is
    more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.
    To Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the
    related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or
    with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event
    of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause
    (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged
    Property, provided that this representation and warranty 37 does not cover any default, breach, violation or event
    of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty
    made by Seller in Exhibit 2 to the related Mortgage Loan Purchase Agreement. No person other than the holder of such
    Mortgage Loan may declare any event of default under the	37a	Review
    the Collective Asset Status Reports for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving
    effect to any grace or cure period, in making required payments as of the Closing Date, or (ii) the Mortgage Loan was delinquent
    beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports
	37b	Review
    the Collective Asset Status Reports for notation of the Seller’s knowledge of (a) a material default, breach, violation
    or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent)
    which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material
    default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case
    of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation
    of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports




 


    Exhibit QQ-42


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Mortgage
    Loan or accelerate any indebtedness under the Mortgage Loan documents.	 	 	 
	38.
    Bankruptcy. As of the date of origination of the related Mortgage Loan and to Seller’s knowledge as of the Cut-off
    Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the
    subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy,
    insolvency or similar proceeding.	38	Review
    the Lexis/Nexis (or comparable search) and the Collective Asset Status Reports for an indication that the Mortgaged Property
    (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor
    or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding.
    If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; Collective Asset Status Reports
	39.
    Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor
    is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
    of Puerto Rico. Except with respect to any Crossed Underlying Loan, and except as set forth in Schedule D-3 to this Annex
    D-1 no Mortgage Loan has a Mortgagor that is an Affiliate of another Mortgagor. An “Affiliate” for purposes
    of this representation and warranty 39 means, a Mortgagor that is under direct or indirect common ownership and control with
    another Mortgagor.	39a	Review
    the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating
    that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia
    or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.	Diligence
    File
	39b	Review
    the Diligence File for an indication that, except with respect to any Mortgage Loan that is a cross-collateralized and Crossed
    Underlying Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor. If such an indication is found,
    it will be a Test pass.	Diligence
    File; Prospectus
	40.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II
    site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”)
    meeting ASTM requirements conducted by a reputable environmental consultant in connection with such	40a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 40) is included. If so, review the ESA
    for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication
    is found, it will be a Test pass.	Diligence
    File; ESA



 


    Exhibit QQ-43


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Mortgage
    Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not
    identify the existence of Recognized Environmental Conditions (as such term is defined in ASTM E1527-13 or its successor,
    hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation,
    or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then
    at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant
    to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the
    Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if
    the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based
    paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or
    maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the
    identified risk; (C) the Environmental Condition identified in the related environmental report was remediated, abated or
    contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or
    closure letter or its equivalent, was obtained from the applicable governmental regulatory authority (or the Environmental
    Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed”
    or a reputable environmental consultant has concluded that no further action or investigation is required);	40b	Review
    the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged
    Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	40c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts
    40c-1 through 40c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA;
    Escrow Statements; Loan Documents; Diligence File
	 	1.
    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to
    be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental
    condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow
    statements
	 	2.
    Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required
    to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	ESA
	 	3.
    Review the Diligence File for an indication that any Environmental Condition identified in the ESA was	Diligence
    File



 


    Exhibit QQ-44


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	(D)
    an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the Environmental
    Condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P,
    Fitch and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for the Environmental
    Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation;
    or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation
    is required to take action. To Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition
    at the related Mortgaged Property.	 	remediated,
    abated or contained in all material respects prior to the Cut-off Date, as evidenced by a no further action, completion or
    closure letter or its equivalent that was obtained from the applicable governmental regulatory authority, or a reputable environmental
    consultant has concluded that no further action is required.	 
	 	4.
    Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution
    legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated
    no less than A- (or the equivalent) by Moody’s, S&P, A.M. Best Company and/or Fitch Ratings, Inc.	Insurance
    coverage review documents
	 	5.
    Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party
    for the Environmental Condition and such responsible party has financial resources considered by the Seller to be adequate
    to address the situation.	Diligence
    File
	 	6.
    Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by
    the Seller to be adequate to address the situation is required to take action.	Diligence
    File
	40d	Review
    the Collective Asset Status Reports for notation of the Seller’s knowledge of any environmental condition at the Mortgaged
    Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; ESA
	41.
    Appraisal. The Mortgage File contains an appraisal of the	41a	Review
    the appraisal to determine if it was dated	Appraisal



 


    Exhibit QQ-45


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	related
    Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the
    Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
    and that (i) was engaged directly by the originator (or co-originator) of the Mortgage Loan (or the related Whole Loan) or
    Seller, or a correspondent or agent of the originator (or co-originator) of the Mortgage Loan (or the related Whole Loan)
    or Seller, and (ii) to Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor
    or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the
    Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the
    requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards
    Board of the Appraisal Foundation.	 	within
    6 months of the Mortgage Loan origination date and within 12 months of the Closing Date. If so determined, it will be a Test
    pass.	 
	41b	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser
    had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged
    Property. If so determined, it will be a Test pass.	Appraisal
	41c	Review
    the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
    and that was engaged directly by the originator (or co-originator) of the Mortgage Loan (or the related Whole Loan) or the
    Seller, or a correspondent or agent of the originator (or co-originator) of the Mortgage Loan (or the related Whole Loan)
    or the Seller, that the Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged
    Property or the Mortgagor or in any loan made on the security thereof, and that the appraiser’s compensation is not affected
    by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	41d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	42.
    Mortgage Loan Schedule. The information pertaining to	42a	Review
    the Mortgage Loan Schedule and compare it	Mortgage
    Loan Schedule;



 


    Exhibit QQ-46


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	each
    Mortgage Loan which is set forth in the Mortgage Loan Schedule is true and correct in all material respects as of the Cut-off
    Date and contains all information required by the PSA to be contained therein.	 	to
    the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary
    report to determine if there are discrepancies between the documents. If there are no such discrepancies, it will be a Test
    pass.	Annex
    A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	42b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	43.
    Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan
    that is outside the Trust, except (i) with respect to any Crossed Underlying Loan, any mortgage loan that is part of a Whole
    Loan that is cross-collateralized and cross-defaulted with such Mortgage Loan or with a Whole Loan of which such Mortgage
    Loan is a part, (ii) any Companion Loan secured by the same Mortgage as the related Mortgage Loan, or (iii) as set forth on
    Schedule 2-B of Exhibit 2 to the applicable Mortgage Loan Purchase Agreement.	43	Except
    (i) with respect to any Crossed Underlying Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized
    and cross-defaulted with such Mortgage Loan or with a Whole Loan of which such Mortgage Loan is a part,(ii) any Companion
    Loan secured by the same Mortgage as the related Mortgage Loan, or (iii) as set forth on Schedule 2-B of Exhibit 2 to the
    applicable Mortgage Loan Purchaser Agreement, review the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized
    or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test
    pass.	Mortgage
    Loan Documents
	44.
    Advance of Funds by Seller. After origination, no advance of funds has been made by Seller to the related Mortgagor
    other than in accordance with the Mortgage Loan documents, and, to Seller’s knowledge, no funds have been received from
    any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other
    than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation of the foregoing, amounts
    paid by the tenant(s) into a lender-controlled lockbox	44a	Review
    the Collective Asset Status Reports for a notation or other indication that an advancement of funds after origination had
    been made by the Seller to the related Mortgagor other than in accordance with the Mortgage Loan documents, or that funds
    have been received from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on
    the Mortgage Loan (other than as contemplated by the Mortgage Loan documents, such	Collective
    Asset Status Reports



 


    Exhibit QQ-47


     


    



 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	if
    required or contemplated under the related lease or Mortgage Loan documents). Neither Seller nor any affiliate thereof has
    any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or
    prior to the date hereof.	 	as,
    by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if
    required or contemplated under the related lease or Mortgage Loan documents). If such a notation or other indication is not
    found, it will be a Test pass.	 
	44b	Review
    the Mortgage Loan Documents to determine if the Seller, or an Affiliate, has an obligation to make any capital contribution
    to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	45.
    Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination
    of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.	45	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Seller did not comply
    with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without
    limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan, the failure to comply with
    which would have a material adverse effect on the Mortgage Loan. If such a notation or other indication is not found, it will
    be a Test pass.	Collective
    Asset Status Reports


 






    Exhibit QQ-48


     


    




  


EXHIBIT
RR


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2019-H7


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows: 


 


		1.	The
                                         undersigned is [an authorized representative of the Asset Representations Reviewer][a
                                         designee of the Depositor, who by its signature below is requesting that the undersigned
                                         be granted access to the Secure Data Room].



  


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



  


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 




    Exhibit RR-1


     


    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


Dated:
_______ 


 


[Morgan
Stanley Capital I Inc., 


as
Depositor]*


 





	By:	 	 
	 	[Name]	 
	 	[Title]	 


 





 



 


*    Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing
access to the Secure Data Room.



 




    Exhibit RR-2


     


    

 


EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


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

        10851
        Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head 

        Email:
        NoticeAdmin@midlandls.com

         
	 	Pentalpha
                           Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        MSC 2019-H7 Transaction Manager 

        With
        a copy sent via email to notices@pentalphasurveillance.com

	LNR Partners, LLC

    1601 Washington Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    Facsimile number: (305) 695-5601	 	 


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction, the Certificate Administrator hereby
notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____
                                          An additional Mortgage Loan has become a Delinquent Loan.



  


		2.	_____
                                          A Mortgage Loan has ceased to be a Delinquent Loan.



  


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit SS-1


     


    

 





	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


  




    Exhibit SS-2


     


    

 


EXHIBIT
TT-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS
SERVICING FEE RIGHTS


 


[Date] 


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036 


Attention:
Jane Lam 


 


	 	Re:	Morgan
    Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Certificates”)


 


Ladies
and Gentlemen: 


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), and executed in connection with the issuance
of the Certificates. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 


 


1.
         The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 


 


2.
        
Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached
or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner,
or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”),
or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act
or any state securities laws.


 




    Exhibit TT-1-1


     


    

 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit TT-1-2


     


    

 


EXHIBIT
TT-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS
SERVICING FEE RIGHTS


 


[Date]


 


Morgan
Stanley Capital I Inc.


1585
Broadway


New
York, New York 10036


Attention:
Jane Lam


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Email:
NoticeAdmin@midlandls.com


 


	 	Re:	Morgan
    Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Certificates”)


 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of July 1, 2019 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer,
that:


 


1.
         The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for
its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in
whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.

         The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities
Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate
Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the
Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered
or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from
such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially
in the form attached as Exhibit TT-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the
Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit TT-2
to the Pooling and Servicing Agreement.


 






    Exhibit TT-2-1


     


    

 


3.

         The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.

         Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached
or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner,
or (e) taken any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or
any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing
Fee Right a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification
of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any
person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security.


 


5.

         The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any
payments thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance
and servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.
         The Transferee is (a) a “qualified institutional buyer” within
the meaning of Rule 144A under the Securities Act or (b) an “accredited investor” as defined in any of paragraphs
(1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such
paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic
risks of such investment and can afford a complete loss of such investment.


 


7.

         The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates


 






    Exhibit TT-2-2


     


    

 


pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.         
The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and
Servicing Agreement except as set forth in Section 3.11 of the Pooling and Servicing Agreement, and that the Excess Servicing
Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








	 	 	 
	cc:

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

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Email:
        NoticeAdmin@midlandls.com

         

        with
        a copy to: 

         

        Stinson
        LLP

        1201
        Walnut Street

        Suite
        2900

        Kansas
        City, Missouri 64106-2150

        Fax
        Number: (816) 412-9338

        Attention:
        Kenda K. Tomes

        Email:
        kenda.tomes@stinson.com

	 	 	 	 


 




    Exhibit TT-2-3


     


    

 


Exhibit
UU


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT OF RR CERTIFICATES 


 


[Date]


 


Morgan
Stanley Capital I Inc.


1585
Broadway


New
York, New York 10036


Attention:
Jane Lam


 


[Argentic
Securities Holdings Cayman Limited

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Mark Sweeney

Facsimile: (646) 560-1759

Email: msweeney@argenticmgmt.com]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


In
accordance with Section 5.01 of the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “Pooling and Servicing
Agreement”), the Certificate Administrator hereby acknowledges receipt and possession of and further agrees that it
will hereafter hold in the Retained Interest Safekeeping Account $[_____] of the [Class E-RR, Class F-RR, Class G-RR and Class
H-RR Certificates in the form of a [144A Global Certificate][Definitive Certificate]
(CUSIP No. [_]), which constitute the Class E-RR, Class F-RR, Class G-RR and Class H-RR
Certificates (the “Certificates”), as defined in the Pooling and Servicing Agreement, for the benefit
of Argentic Securities Holdings Cayman Limited, the initial Holder of the RR Certificates, as the registered holder thereof. A
copy of such [Certificates] is attached as Exhibit A-1. Payments on the [Certificates] will be made to the registered holder thereof
in accordance with the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7




	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 




    Exhibit UU-1


     


    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


 1.   Grand Canal Shoppes




 


 2.   SoCal Retail Portfolio




 


 3.   Embassy Suites at Centennial Olympic Park




 


 4.   125 Borinquen Place




 


 5.   Visions Hotel Portfolio II




 


 6.   Tower 28




 


 7.   FedEx Niles




 


 8.   Legacy Tower




 


 9. 3   Columbus Circle




 


 10.   Eleven Seventeen Perimeter




 


11.
  AC by Marriott San Jose


 




    Schedule 1-1


     


    

Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 


	Month 
	Class
A-SB Planned Principal Balance ($) 

	0	26,600,000.00
	1	26,600,000.00
	2	26,600,000.00
	3	26,600,000.00
	4	26,600,000.00
	5	26,600,000.00
	6	26,600,000.00
	7	26,600,000.00
	8	26,600,000.00
	9	26,600,000.00
	10	26,600,000.00
	11	26,600,000.00
	12	26,600,000.00
	13	26,600,000.00
	14	26,600,000.00
	15	26,600,000.00
	16	26,600,000.00
	17	26,600,000.00
	18	26,600,000.00
	19	26,600,000.00
	20	26,600,000.00
	21	26,600,000.00
	22	26,600,000.00
	23	26,600,000.00
	24	26,600,000.00
	25	26,600,000.00
	26	26,600,000.00
	27	26,600,000.00
	28	26,600,000.00
	29	26,600,000.00
	30	26,600,000.00
	31	26,600,000.00
	32	26,600,000.00
	33	26,600,000.00
	34	26,600,000.00
	35	26,600,000.00
	36	26,600,000.00
	37	26,600,000.00
	38	26,600,000.00
	39	26,600,000.00
	40	26,600,000.00
	41	26,600,000.00
	42	26,600,000.00
	43	26,600,000.00
	44	26,600,000.00
	45	26,600,000.00
	46	26,600,000.00
	47	26,600,000.00
	48	26,600,000.00
	49	26,600,000.00
	50	26,600,000.00
	51	26,600,000.00
	52	26,600,000.00
	53	26,600,000.00
	54	26,600,000.00
	55	26,600,000.00
	56	26,600,000.00
	57	26,600,000.00







	Month 
	Class
A-SB Planned Principal Balance ($) 

	58	26,600,000.00
	59	26,600,000.00
	60	26,552,834.61
	61	26,136,619.01
	62	25,718,737.33
	63	25,264,136.65
	64	24,842,760.64
	65	24,384,764.68
	66	23,959,866.49
	67	23,533,267.13
	68	23,000,668.21
	69	22,570,223.43
	70	22,103,415.75
	71	21,669,376.49
	72	21,199,076.22
	73	20,761,413.82
	74	20,321,998.64
	75	19,846,474.83
	76	19,403,393.66
	77	18,924,307.78
	78	18,477,531.40
	79	18,028,965.38
	80	17,476,445.38
	81	17,023,864.56
	82	16,535,548.28
	83	16,079,196.48
	84	15,587,216.10
	85	15,127,063.24
	86	14,665,066.63
	87	14,167,601.44
	88	13,701,758.76
	89	13,200,556.51
	90	12,730,837.08
	91	12,259,235.20
	92	11,685,824.45
	93	11,210,030.06
	94	10,699,158.15
	95	10,219,407.61
	96	9,704,691.67
	97	9,220,953.41
	98	8,735,275.96
	99	8,214,801.10
	100	7,725,088.65
	101	7,200,693.14
	102	6,706,913.48
	103	6,211,154.00
	104	5,648,359.01
	105	5,148,352.32
	106	4,613,954.32
	107	4,109,798.27
	108	3,571,368.50
	109	3,063,029.96
	110	2,552,652.65
	111	2,008,177.94
	112	1,493,568.49
	113	944,981.57
	114	426,106.18
	115
    and thereafter	0











    Schedule 2-1


     


    

 


Schedule
3


 


MORTGAGE
LOANS WITH SPECIFIED ESCROWS, RESERVES,

HOLDBACKS AND LETTERS
OF CREDIT 


	Mortgage
    Loan	Reserve
    description
	617-625
    West 46th Street	Earn
    out reserve with test for release
	North
    Carolina Technical Park	TI/LC
    Reserve
	DoubleTree
    Princeton	 

                                                                                                                         PIP
                                         Reserve

         

        Seasonality
Reserve

	Marriott
    Metairie at Lakeway	PIP
    Holdback
	3
    Independence Way	 

                                                                                                                         TI/LC
                                         Reserve

         

        Leasing
Holdback Reserve

	La
    Privada Apartments	Earn
    out reserve with test for release
	Best
    Western Plus South Bay Hotel	PIP
    Holdback
	Lakecrest-Southpointe
    Portfolio	TI/LC
    Reserve
	Quality
    Inn Oneonta Cooperstown Area	Earn
    out reserve with test for release



 




    Schedule 3-1


     


    

 


Schedule
4


 


Mortgage
Loans with Franchise Agreements that Require Notice


 


 1.    Embassy Suites at Centennial Olympic Park




 


 2.    Visions Hotel Portfolio II




 


 3.    DoubleTree Princeton




 


 4.    Marriott Metairie at Lakeway




 


 5.    Home2Suites – Menomonee Falls




 


 6.    Best Western Plus South Bay Hotel




 


 7.    Best Western Sanford Airport




 


8.   
Quality Inn Oneonta Cooperstown Area


 






    Schedule 4-1